Spider and Fly
by AngelOtaku121
Summary: Arachne is out for vengeance against Lord Death, and is using Soul Eater to extract it. She believes the best way to extract her revenge is to destroy Death's family-namely Kid. Soul tries to fight it, but when Maka starts to hang out with Kid more and more, will Soul find it in him to fight Arachne, or will he let her hatred overcome him? MakaxKid with a lot of Soul
1. Chapter 1

_The scythe flashed through the air. As the dust cleared, only two people appeared to be standing. One was a blonde scythe meister, the other a tall, elegant witch in a black dress. The witch has sustained a possibly fatal wound to her abdomen. _

_ "Give up, Arachne!" the meister shouted. "It's over; you've lost!"_

_ The witch, Arachne, cackled. "It's over? No, my dear meister. I've only just begun." _

_With that, she blasted the meister backwards and dissolved into a horde of spiders. The spiders swarmed over the meister and her weapon, who had returned to his human form to protect his fallen meister. _

_ The spiders kept coming, scuttling over the two teenagers. The white haired weapon attempted to swat the spiders away, but his efforts were fruitless. There was nothing he could do except protect his meister from most of the spiders. At last, there seemed to be an end in sight. Unfortunately, the reprieve from arachnids was short-lived. In a matter of seconds, the spiders were swarming again._

_ So…many…spiders…_

* * *

Soul Eater Evans awoke in his bed, drenched in sweat. Four weeks after the battle with Arachne, and he was still having nightmares about spiders. It was so uncool. He'd managed to keep most of the spiders off of Maka, but that meant taking the brunt of the swarm. He'd never really been perturbed by the eight-legged creatures, but when he'd had literally millions crawling over him, his views changed a bit.

Soul looked at his bedside clock. The blinking light displayed the time to be a quarter past four in the morning. It was far too early to be out of bed, but Soul knew he wouldn't be able to fall asleep again. Quietly, so as not to wake Maka or Blair, Soul walked out of the house and into the night.

The night air blew crisply as he began to walk. He had no real destination in mind, but he couldn't bear to just sit inside until Maka awoke. Shaking his head to clear the last dredges of sleep from it, Soul wandered through the streets of Death City. Eventually, he found himself on a hill on the outskirts of the city. There was someone already there, staring down at the city, lost in thought.

"Kid?" Soul called, bemused.

Death the Kid looked down at Soul from his perch on the hilltop. He was fully dressed in his trademark black suit, and looked surprised to see Soul. Of course, it was not often that people roamed Death City before dawn. Soul clambered up the hill and stood next to Kid. Kid looked sidelong at Soul.

"What on earth are you doing up so early?" he asked.

Soul shrugged. "I could ask you the same question. Can't sleep?"

It was Kid's turn to shrug. "I've never been able to, really. Not past about three a.m., at any rate. I come up here most days so that I don't wake Liz and Patty. Plus, the view is magnificent. The city appears perfectly symmetrical from up here."

"You _always_ wake up this early?" asked Soul. "That's bizarre. Does it have something to do with the fact that you're a shinigami?"

Kid chuckled. "That could be it. As far as I'm aware, my father _never_ sleeps." He looked out over the building sprawling out below him. "Of course, he does have a city to run."

At that moment, a bright light burst up from the horizon, bathing Death City in a warm golden glow. The sky began to lighten to a pale azure. Kid looked up at the swiftly lightening sky.

"I should be going. It's about five, and the girls will be up soon," Kid said. With a flash of purple energy, Beelzebub appeared. "Do you know the way back to your house from here?"

Soul gave a slight shrug. "I can figure it out."

Kid nodded, and then soared away, leaving Soul standing on the hill. He turned and began to walk back, lest Maka wake up and find him gone. He didn't want to have to explain that he was out because he was having nightmares. Cool guys don't have nightmares, and Soul definitely didn't want Maka to think he was uncool.

* * *

In Baba Yaga's castle, Arachne felt a feeling of triumph. Because of the spider she'd planted in Soul Eater's mind, she now knew something that she was certain could prove disastrous to Lord Death if ever exploited. Grinning, she called for Mosquito, wanting to share in this glorious moment. After the Kishin had attempted to kill her, the few spiders that had remained alive had barely been sufficient hosts until she regained her power. When she heard of the Kishin's demise, Arachne knew that her initial plan had failed. She could not get vengeance on Death through the Kishin's chaos.

The second time she'd come up against the DWMA had been an utter failure. That horrid shinigami had discovered the hideaway that she had constructed in order to come up with a new plan. Arachne had nearly lost to the blonde meister when she had a stroke of inspiration. Perhaps if she planed one of her minions within the walls of the DWMA, information would come to her. And with that information, she could devise a new plan for retribution. Now, sitting in her newly reconstructed castle, her patience had paid off.

Mosquito entered the room, and Arachne smiled down at him from her spider web throne.

Mosquito bowed. "You called, my lady?"

"Yes Mosquito. I wish to share in the glorious news." She stepped down from her perch so that she was standing in front of Mosquito. "I have discovered a way to extract my revenge on Lord Death."

Mosquito grinned. "And how is that, my lady?"

Arachne cackled. "My dear Mosquito, did you know that Lord Death has a son?"

* * *

**This is my first fanfiction, so please post any questions, comments, or concerns. They are very appreciated! -AngelOtaku121**


	2. Chapter 2

Basketball.

Kid _hated_ basketball. Sure, he was good at it, but he would much rather have been reading than playing the monstrosity of a sport. Of course, he played anyway. The teams had to have the same number of players…you didn't have to be obsessed with symmetry to figure that one out. And so, for the third time that week, Kid found himself on a team with Tsubaki, Crona, and Black Star.

Black Star took the ball first, dribbling up the court and shooting a three point basket. The rest of the game continued in much the same fashion. Liz had recently gotten a manicure and couldn't be bothered to put in any effort lest she break a nail. Patty didn't really understand the rules of the game. And then there was Maka. She tried; she really did. But no one had ever taught her the basics. In addition, Maka wasn't the most athletic girl, but she looked like she was having fun. In the end, that's really all that matters.

The final score of the game was 394-12. Kid had attempted to go easy on the other team, but Black Star wouldn't hear of it. His excuse for his mercilessness in the game was that he was a star and could only shine if he utterly crushed all opposition.

After the game, the eight teens took a walk through the forest on the edge of Death City. Kid was walking at the back of the group, lost in thought. Soul and Maka were leading. They seemed to be arguing about something. Not long after, Maka fell back until she was walking beside Kid. She looked aggravated.

Kid turned to her. "Is something wrong, Maka?"

"No," Maka muttered. The two lapsed into a brief silence. Then Maka spoke again.

"Kid? Can I ask you something?"

"Sure," Kid replied, slightly puzzled.

"How did I do today? In the game, I mean."

Kid chuckled. "You did very well," he said reassuringly.

"Really?" asked Maka hopefully. "Because Soul said that I need to play better or we'll lose every time."

The forest was growing denser around the group. Black Star was boasting loudly about his success, encouraged by Tsubaki. Liz and Patty were mindlessly chattering, while Crona kept to himself. Kid couldn't help noticing that Soul, walking alone at the front, kept shooting furtive looks back at himself and Maka. Kid chose to ignore this.

"Maka, you played great. Better than your other teammates, at any rate. Liz and Patty barely touched the ball! And does it really matter? It's just a game."

Maka looked at her feet and muttered, "Yeah, albeit a stupid one." She looked back at Kid. "I mean, no offense if you like it, but-"

Kid grinned. "I actually dislike basketball a great deal. I thought I was the only one. Next time they play, would you like to do something else?" he asked casually.

Maka brightened considerably. "Sure! We could go up to the library!" She scanned the rest of the group. "We're probably the only ones that would like doing that. Well, aside from Tsubaki, but she'll just do whatever Black Star wants to do. Also-" Maka realized she was rambling, and broke off. "Un-unless you'd rather do something else…."

"No," Kid said, smiling at her. "The library sounds perfect."

* * *

Soul watched Kid and Maka talking behind him. He regretted telling her that she had played badly. Now she'd probably be angry with him for a while. Soul sighed. So much for his plans of asking her on a date that night. Soul shot another glance back at the two. Maka was grinning and gesturing wildly about something. Kid was laughing.

_You're losing her, Soul._

The voice came out of nowhere, startling him. He looked quickly around, and then realized that nobody else had heard it. He shook his head, thinking he'd imagined it.

_Is this what you want?_

Soul nearly jumped out of his skin. The voice sounded tinny, as though it was speaking to him through a filter. It was clearly identifiable as feminine, and _definitely_ real. Or he was crazy. But then, crazy people don't actually know they're crazy; they just are. Soul walked several more paces before he heard the tinkling of Maka's laughter.

_He'll take her from you._

Who on earth could be talking, or rather, _thinking_ to him? They must be near in order to know what was happening. Soul glanced into the treetops, searching for any telltale signs of a person hiding. There were none. Suddenly, Soul had a burst of inspiration.

_What are you talking about?_ He thought back.

The reply was almost immediate. _You're lying to yourself if you don't know. Just look behind you._

This time Kid's laughter joined Maka's, floating through the air to reach Soul's ears. Of course Soul knew what the voice was talking about. But how could this voice possibly know what was going on?

As though reading his mind, the voice came again.

_I am with you, Soul Eater. I am always with you. And I want you to be happy. But there is only one way to get her to love you._

Soul looked back again. Kid and Maka were still walking side by side, deep in conversation with one another. But Maka was always friendly. It wasn't like she was acting any differently than she normally did, was she? No. Definitely not. They were all just friends, and that was that.

_Don't be a fool, Soul. She could be yours. All you have to do is get rid of the shinigami. It's that simple._

Get rid of the shinigami? Get rid of _Kid_? The notion was absolutely ridiculous. Kid was one of Soul's friends, and it was most certainly uncool to attempt to "get rid" of your friends. The suggestion was simply ludicrous.

Soul shot one thought back. _No._ Then, he tuned the strange voice out completely.

* * *

**I'm glad you guys liked chapter one! Here's chapter two, so enjoy! Keep reviewing, please! -AngelOtaku121**


	3. Chapter 3

By the time they got home, Maka seemed to have entirely forgotten her anger at Soul. She skipped in through the front door, whistling tunelessly, and set about making dinner. Soul looked on in quiet disbelief. Normally, Maka could nurse a grudge for _days_ if she wasn't apologized to. Now, not even three hours later, she was cooking as though nothing has happened. Blair slunk up next to Soul, winding herself around his ankles.

"Why's she so happy?" Blair pondered, nodding at Maka.

Soul shrugged. "I don't know, but it sure beats the anger I was expecting."

Blair shot him a questioning look that he waved away. He then walked over and leaned against the kitchen counter, watching Maka. She was stirring a pot of soup, not noticing Soul. She turned around and saw him staring.

Smiling, she asked, "Can I help you with something, Soul?"

Soul shook his head, content to watch her cook for the moment. Then a thought struck him. If Maka was no longer angry, then perhaps he could salvage the evening, and perhaps ask her on that date…

Soul cleared his throat. "Hey Maka," he began, unsure of how to proceed. She turned and gave him her full attention. "Well, Black Star had planned another game for tomorrow-"

Maka gave a small smile. "I know. And I know how much you like playing, so…"

Soul shook his head violently. "No," he objected. "I thought, maybe we could do something else tomorrow. Because I realize that you don't care for basketball very much…" He broke off, feeling embarrassed.

Maka grinned. "No, that's okay," she said, completely oblivious to the fact that Soul was attempting, rather unsuccessfully, to ask her out. "You love playing basketball. Plus, Kid and I were planning to skip out on the game anyway!"

Soul felt a flash of anger. The he thought, _Anger? Why am I angry? She doesn't like basketball, and it's no secret that Kid would rather be doing other things. So why should I be angry that they're doing something else?_

_Because she chose him over you._

That voice. That damn voice was back. Soul had thought he'd gotten rid of the voice back in the forest. It had been incessantly urging him to attack Kid. So, Soul had ignored the voice until it faded away. He hadn't heard from it in two hours.

_Go away!_ Soul snapped back.

_I wish nothing but the best for you, Soul. And you and I both know that if the shinigami was gone, Maka would be all yours._

_I don't care what you think! You—_

"Soul?" Maka was peering at him with concern. "Are you alright, Soul? You were just staring into space, and you look awfully pale." Maka sighed. "I don't have to go with Kid, if that would bother you."

Soul shook his head and smiled shakily. "Nah, you can go. You hate sports, and I suppose you and Kid are going to do some weird nerd things."

Maka looked indignant. "Going to the library is not a 'weird nerd thing!' It is a perfectly normal occurrence, thank you very much!"

Soul laughed. "You're just going to the library? Just because you want to? That is _definitely_ something I classify as a 'weird nerd thing.'"

"Oh shut up, Soul!" Maka attempted to scold, but she was also laughing.

Soul smiled. _See?_ he thought. _Everything is going to work out._

* * *

The next day, everyone met again on the basketball court. Kid arrived last, flying in on Beelzebub with Liz and Patty in weapon form in his hands. He landed smoothly, letting go of the sisters so that they could flash back into human form.

"Yahoo!" Black Star shouted. "Everyone's here, so let's get started!"

"Actually, Black Star," Kid began, interrupting the blue-haired boy's excitement. "Maka and I aren't going to be playing today. The team will still be even, so it shouldn't be cause for worry."

Black Star looked disheartened. "But it's more fun when Maka loses and has to spend time with her creepy dad!" Then, seeing Maka's aggravated face, he shrugged. "Whatever. Where are you going, anyway?"

"The library," Kid replied.

Black Star broke out into huge guffaws of laughter. "The _library_?" He gasped between chuckles. "_NERDS_!"

Tsubaki tried, in vain, to quiet him. "Stop, Black Star, that's mean!" She rolled her eyes. Turning to Maka, she said, "Have fun then. We'll tell you how the game goes."

Maka smiled at her. "Well, have fun you guys!" Then, she and Kid turned and set of for Death City's library.

* * *

**Sorry if this chapter isn't as interesting as the others. This is more of a prelude of things to come, put in as a segue between the last chapter and the next. Hope you enjoy it anyway! Keep reviewing, please! -AngelOtaku121**


	4. Chapter 4

By the time Maka and Kid had arrived at the library, the sun was high in the sky. The building loomed before them, its worn brick façade surprisingly inviting. It towered above all of the surrounding buildings, five stories of books of every genre. Kid had come here on more than a few occasions to do research for missions or just leisurely read in a quiet place. Lord knows if he ever tried to read at home, Liz and Patty would interrupt him at every chance they got.

Maka too had visited the library many times-if possible, even more often than Kid. She didn't often sit in the library to read, but she'd quickly exhausted her supply of books at home and found herself needing more. So, she would check out a stack of books and bring them home. Blair often made fun of her for this practice, but Maka couldn't, in all honesty, care less.

As they approached the library, Kid let out a sigh of contentment. He didn't have to participate in ridiculous sports, and he could spend the day with someone who shared his interests. The two stood, staring up at the library, for a brief period.

"Well," Maka said, breaking the silence. "Come on then!" She grabbed Kid's wrist and pulled him into the building. Kid blushed as she continued to pull him up the stairs to the fourth floor, only pausing to wave to the receptionist at the front desk.

The fourth floor of the library was Maka's favorite. It was filled with row upon row of books. Mostly fiction, with a shelf of recent history toward the back. Maka let go of Kid's wrist and glanced back at him with a smile before wandering off. Kid watched her retreating form with a small smile playing around his lips. It wasn't often he visited the library with anyone. Liz didn't enjoy reading, and Patty got too distracted to ever actually finish a book. He pulled a book off the nearest shelf at random-_The Adventures of Huckleberry Finn_- and strolled over to the central lounge. Sitting straight-backed in an overstuffed chartreuse armchair, he began to read. Maka soon came back with a stack of books and sprawled across the loveseat that stood across from Kid's chair.

And so, for a majority of the afternoon, the two teens read. After finishing _Huck Finn_, Kid was content to just watch Maka as she zipped through novel after novel. She had just finished her pile and went to find new books to read. After a few minutes, she came back, smiling slightly.

"Kid, come look at this." She scooted over on the loveseat to make room. Kid walked over and sat next to her.

"What is it?" he asked.

"I found it in the 'recent history' section. It's about the battle against the kishin!" she looked up at Kid, grinning. Kid leaned over to read the golden embossed title. _Defeating Madness_. There was no visible author.

Intrigued, Kid inquired, "Do you know who wrote it?"

Maka shook her head. "I don't know, but whoever it was must have been well informed." She flipped through a couple of pages. Some pages contained photographs or full color illustrations, while others held thorough accounts of every aspect of the battle. Maka reached a chapter entitled "The Final Battle." It was a chapter that detailed the final showdown between Maka, Kid, Black Star, and Asura. One page, near the back, showed a drawing of Kid. He was standing between the prone forms of Soul and Maka and the looming figure of the kishin. The picture displayed Asura preparing to strike a death blow, and Kid taking the full force of the attack. Had he not been there, Maka would have been hit and, ultimately, killed.

Maka looked up from the picture into Kid's golden eyes. "Is-is this true?" she whispered. "You took that blow…for me?"

Kid nodded. "I couldn't just let you die," he said quietly.

Blinking back tears, she turned and gave Kid a tight hug. When she let go, Kid stood extending a hand to Maka. She took it and clambered to her feet.

"Come on," he said gently. "It will be dark soon. Why don't we go for a walk?"

Maka nodded, still gripping Kid's hand tightly.

The pair exited the library, blinking in the startlingly bright late afternoon sunlight. Maka realized she still held Kid's hand in a viselike grip. She quickly let go, blushing a deep scarlet. Then, she turned and nodded up the street.

"Where would you like to go?" she asked. "It's nearly sunset."

Kid smiled at her, an idea forming. He released Beelzebub and stepped onto it, extending a hand to Maka. She looked at him warily.

"Are you sure that thing's safe?"

Kid looked at her in mock surprise. "I am astonished by your lack of trust in me, Miss Albarn." He said sarcastically. Then he smiled. "It's perfectly safe." He promised. "I won't let anything happen to you."

Maka stilled looked wary, but she accepted his outstretched hand and stepped onto Beelzebub behind Kid. The skateboard rose into the air. Maka gasped and wrapped her arms around Kid's waist, holding on as if for dear life.

"I swear to God, Kid. If I die, I am never going to forgive you!"

Kid chuckled. "Just hold on. You'll be fine."

They sped over Death City in the fading golden light. Maka had her eyes closed the entire way, until the flying skateboard came to a gentle stop. She peeked out from behind Kid to discover they were on a hill. It overlooked the entirety of Death City and, she noticed, made the city appear symmetrical. Sunset was moments away.

Maka stepped off Beelzebub and onto lush green grass. Kid too stepped off the skateboard, and it disappeared into his palm.

Maka looked at the young death god. "Why are we up here, Kid?"

Kid smiled and sat down on the slope of the hill. "You'll see."

Just then, the sun touched to bottom of the horizon. Fuchsia light exploded into the sky, tinted with shades of gold and vermillion. Death City was bathed in a beautiful blend of colors and hues. Maka let out a small gasp.

"It's-the city-is gorgeous from up here," she breathed.

Maka joined Kid, sitting next to him as the sun sank further below the horizon.

"I'm glad you like it," he replied softly.

Maka leaned her head onto Kid's shoulder. He looked down at her in mild surprise, but said nothing. After a moment, he tentatively put his arm around her shoulders. There was no protest, and the two sat in silence as the sun disappeared under the horizon.

* * *

Arachne was dining on roast lamb when her messenger spider came back. She listened to the soft clicks and her lips curled into a slight smile.

Soul was being…difficult. He refused to believe anything but his own fantasies of idealism. Try as she might, Arachne could not convince him to show any anger toward Lord Death's son. When she discovered that the blonde meister and the young shinigami would be at the library together, Arachne had a stroke of brilliance. She compiled all of the information she had on the DWMA's battle with the kishin and planted it in the library for the little blonde meister to find. Everything in that book was factual, and Arachne hoped that if the little meister realized that Death the Kid had saved her life, it would bring the two closer together.

Her efforts paid off. Maka Albarn was now growing closer to the young shinigami and, hopefully, growing farther from Soul Eater. Soon, Soul would realize that he could not win, and Arachne's influence would finally lead to a confrontation. Arachne had every confidence that if a confrontation did arise, Soul would win. Death the Kid would not wish to harm his friend, but Soul would not have any inhibitions.

Arachne sat back in her chair. Soon, the much awaited revenge would be extracted. This would be such fun.

* * *

**While writing this chapter, a spider crawled across my keyboard. I turned to grab something to squish it with and...it was gone. For all I know, maybe Arachne is watching me o_O  
**

**Thank's for reading! Hope you like this chapter, and keep the reviews coming! I really appreciate them! -AngelOtaku121  
**


	5. Chapter 5

Soul paced back and forth across his bedroom. This was the fourth night in a row that Maka had gone off with Kid. Every time, she said they were going to the library, but how much could you do at a library? Wouldn't that get boring? Unless Maka was lying to him. Who knows what Maka and Kid were _actually_ doing?

Soul shook his head from side to side, white hair swinging. Why would Maka lie to him? She wouldn't. Soul trusted Maka with his own life, so obviously she would never betray that trust. It must just be that infernal voice that wouldn't get out of his head. It kept urging him that Kid would steal Maka. The scary part was that Soul was beginning to believe it.

* * *

Kid landed Beelzebub in front of Maka's apartment. Maka stepped lightly off of the skateboard and onto the sidewalk. She'd gotten used to riding around on Beelzebub, and now found the flight exhilarating. Kid stayed on the demon skateboard, ready to fly off toward Gallows Mansion once Maka was inside. Maka turned to look at Kid.

"Thanks so much, Kid! I've never actually been into the library's basement! There are such wonderful troves of information down there! The battle diaries from the seventeen hundreds were fascinating!"

"Well," Kid said, smiling. "I'm certainly glad you liked it."

Maka paused for a moment, thinking. "You know Kid," she said eventually. "I always thought the archives were off-limits to anyone but three star meisters."

Kid shrugged slightly. "They are…usually."

Maka looked at him, puzzled. "Then how-?"

Kid looked at his feet, feeling slightly embarrassed. "There are certain…privileges…to being a member of Lord Death's family. I don't normally exercise them, but you had said yesterday how much you wanted to know what the library's basement held, so-"

Kid was cut off abruptly as Maka threw her arms around him, nearly knocking him off of Beelzebub. Blushing, Kid returned the embrace.

"Oh, thank you so much!" Maka exclaimed, looking up at Kid. "You're the greatest friend anyone could wish for!" She rested her head against his chest and closed her eyes. After a few seconds, she spoke again. "You know, Kid…I think I lo-"

She broke off and blushed crimson, as if realizing what she was about to say. She pulled away from Kid and looked at the ground.

"I should get going," she said, peeking up at Kid through her lashes. "Soul will be wondering where I am."

Kid too was staring at his feet, his face a bright scarlet. "Yeah, the girls will be waiting for me…" he said, waving his hand vaguely.

Maka nodded and turned, entering the apartment. She uttered one more "Thanks, Kid" before closing the door. Kid, who was staring after her at the building, did not fail to notice the curtain on Soul's window swinging back into place.

* * *

Maka crept quietly up the stairs to her apartment. She as she walked through the kitchen, she glanced at the digital clock abode the oven. The number 12:21 pulsed gently, emitting a slight greenish glow. Past midnight. Had she and Kid really been at the library that long? At the thought of Kid, Maka blushed again. She really did like him, but what if Kid didn't like her back? She couldn't believe she'd slipped up and almost told him how she really felt.

Shaking her head, she left the kitchen, making her way through the sitting room. She was moving as quietly as possible so that she didn't wake Soul. She hadn't meant to stay out so late, but as long as Soul didn't wake up, things would be fine. He'd been acting very strange lately and didn't seem at all happy about her library excursions. Maka sighed. She hoped he'd get over whatever was bothering him. It wasn't like him to just sit around sulking. Maka was truly very worried about Soul. He was her partner and best friend, but he was being so distant.

As she moved toward her room, she was startled by Soul's voice coming from one of the armchairs. The back of the chair was to her, and the room was dark, so she couldn't see Soul.

"Where were you, Maka?"

Maka fumbled for a light switch while she answered. "I was at the library, Soul. I told you that before I left."

Soul's voice came again, angry this time. "You were at the library for eight hours? You want me to believe you and Kid were _reading_ for eight hours? That doesn't seem very likely."

Maka was hurt. Her fingers found the switch, and the room was bathed in a bright light. "Soul, don't you trust me?"

Soul's voice sounded hollow, but the anger was still evident. "I thought I did, Maka. But lately, you've been frolicking around with that goddamned shinigami. You say you've been _reading_, but what are you really doing?"

"I _told_ you, we were at the library!"

"_LIAR!_" Soul shouted, standing up, rage evident in all of his featured. Maka still couldn't see his face, but she knew Soul well enough to know that something was seriously wrong.

"What's happened to you, Soul?" she asked, fighting tears.

"I-I don't know…"Soul sounded so…defeated. He sank back into the armchair.

Maka walked around and saw him sitting in the armchair, shoulders slumped, his head in his hands. She put a hand gently on his shoulder.

"Soul," she said softly. He looked up at her. "I'll stay home with you tomorrow. I'll just explain it to Kid."

Soul shook his head fiercely. "No," he said decisively. "You love these trips to the library. Go and have fun."

"But Soul, I'm so worried about you."

Soul laughed. "Don't be worried, Maka. I'm a cool guy, and cool guys don't make their partners worried."

Maka looked a bit wary. "Are you positive?" she asked cautiously.

"Absolutely. Go and do weird nerd things."

"Soul!" she objected, hitting his shoulder playfully. She laughed, relief coursing through her. Soul would be okay. He was having a bit of a rough time right now, but it would all be okay. Soul smiled his shark-toothed grin up at her.

"Go to bed, bookwork."

And so, laughing, Maka walked into her bedroom. She put on green striped pajamas, got into bed, and fell into a dreamless sleep.

* * *

Soul sat in the worn armchair long after Maka had fallen asleep. He felt so angry, all of the time. The problem was that it was no longer just anger from the voice in his head. Soul truly felt angry that Maka was spending so much time with Kid and so little with him. However, Soul knew that nothing he said would change Maka's mind. If she wanted to be with Kid, who was he to stop her? There was probably nothing romantic involved, anyway.

His mind, however, kept wandering back to what he had seen when Kid dropped Maka off. They had talked, but the hug had shocked him. What shocked him even more was that Kid returned the embrace.

_I told you he'd steal her_

The voice was back, and it sounded smug.

_Why did you ever doubt me, Soul? That shinigami is treacherous. He will destroy everything you hold dear. _

_I refuse to believe that!_ Soul though angrily.

_If you don't believe me, just follow her tomorrow. _

Soul found himself agreeing to this idea, though not for the reason that the voice wanted him to go. He would go, but only to prove to himself that Maka had been telling the truth. That there was nothing going on between her and Kid. Once Soul was certain of that, the voice would leave him alone. It wouldn't have any argument left.

* * *

Arachne knew she was taking a great risk by telling Soul to follow Maka. She knew that Maka and Death the Kid were, in fact, meeting at the library every day, but they had grown very close in that short amount of time. That was why Arachne took this chance.

If nothing happened, Soul would most likely be able to mentally push Arachne's presence out of his mind. Then Arachne would have to come up with another plan. Even if that happened, Arachne had nothing but time, and she knew she would be able to swiftly devise another plan for revenge.

But if something _did_ happen, then Soul's mind would be hers. And revenge would be sweet.

* * *

**Sorry this took a bit longer to upload. I hope you enjoy this chapter though! I really appreciate all of you reading and reviewing this; it means a lot to me! -AngelOtaku121  
**


	6. Chapter 6

The next day, Soul awoke around noon to the smell of freshly baked cookies. He stumbled out of his room and blinked blearily in the bright sunlight. Maka was in the kitchen, baking and whistling softly to herself.

"Maka?" Soul was confused. Wasn't she supposed to be off with Kid all day?

Maka turned around, smiling brightly. "Oh, good morning, Soul! Or rather, afternoon." She giggled. "You must have been really tired. Here," she said, offering him a chocolate chip cookie.

Soul accepted the proffered cookie with a muttered "Thanks" and continued to stare at Maka. She was completely oblivious to him, completely absorbed in her baked confections. Eventually, he asked her.

"Weren't you going off with Kid today?"

Maka glanced at him over her shoulder. "Yeah, but he had to go out on a mission this morning. I'm going to meet him at the library around eight." She beamed again. "So I decided to make you some cookies! I mean, you just seemed so despondent yesterday; I thought these might cheer you up!"

"Despondent? You realize how big that word is?" Soul asked semi sarcastically.

"It's not _that_ big," said Maka, rolling her eyes. She nodded at the half eaten cookie residing in Soul's hand. "How is it?"

Soul took another bite, munching thoughtfully. "Delicious," he answered.

* * *

It was seven thirty when Soul waved goodbye to Maka. She gave him a tight hug before running off toward the library. Soul watched her from his bedroom window before she turned a corner and ran out of sight. Then, he made the preparations to follow her.

He pulled on a black hooded sweatshirt and black cargo pants. His hair was secured by a black headband, and he donned a pair of black boots. This way, if necessary, he could disappear into the night shadows. It was not the first time he'd ever snuck out, but it was the first time he'd ever attempted to spy on someone. He didn't want to be spotted.

Soul opened his bedroom door and looked out into the sitting room. Blair was curled up on the sofa, fast asleep. Soul smiled. _Good_, he thought. _Now I won't have to answer any questions._ He gaze drifted over to the kitchen table and his smile disappeared. On the table sat a small vial. Its contents were black as night. Puzzled, Soul walked to the table and lifted the tiny bottle into his hands. The dark liquid within sloshed around. There was a simple cork in the top and no label on the bottle.

_Drink it, Soul_.

Soul jerked back violently, nearly dropping the vial. Drink it? He'd have to be crazy! Who knows what was in there?

_It's not dangerous, Soul. It will enhance your soul perception, that's all. _

Enhance his soul perception? That would be great, except that Soul had no idea if it was the truth or not.

_Don't you trust me, Soul? If you drink it, you will easily be able to see if the two meisters are indeed in the library. You won't even have to enter the building. In addition, what would I gain from harming you?_

Soul couldn't really think of anything the voice could gain by harming him, other than sadistic satisfaction. But if what the voice said was true, then he wouldn't have to go into the library and risk being caught by Maka. That would be totally uncool.

_Indeed it would be, Soul Eater. And you strive to be cool, right? Actually, I'll make you a deal. If this liquid harms you, I will vacate your head and leave you alone forever._

Soul thought about it. Soul perception would be really useful. He'd never been able to use it before, but it certainly would make his investigation easier. Plus, if something did happen, the voice would leave him alone. Either way, he would gain something from it. Soul also didn't think the contents of the bottle were poisoned. This voice wanted to use him…how could it use a dead person?

Soul had made up his mind. With determination, he pulled the cork from the little phial. Grimacing in anticipation, Soul put the bottle to his lips and tipped the contents into his mouth. The taste of the liquid was vile, and it burned like acid down his throat. It did not, however, kill him. Soul stared hard at the back of the sofa where he knew Blair was sleeping and could see a shimmering cat soul hovering in the air. He blinked and it was gone.

Soul grinned. The voice hadn't lied. He could now use soul perception. He stared at the now empty vial in wonder. This would make his life so much easier.

* * *

Arachne lounged in her spider web throne. He plan was going perfectly. She had managed to get Soul to drink the concoction of spider venom that one of her minions had planted in his house. She hadn't even had to lie to get him to drink it. His soul perception would enhance, and it wouldn't harm him. However, the venom was not just a gesture of good grace. If Soul used his weapon form against anyone within the next twenty four hours, their wounds would fail to heal for forty eight hours after the initial infliction.

After residing in Soul's mind, Arachne knew how he would act and react to certain situations. He claimed he would just use his new found soul perception to see if the two meisters were in the library, but Arachne knew his curiosity would get the better of him. He'd want to see what they were up to. So, he would enter the building, hopefully see something that would break his little heart, and take his anger out on the little shinigami.

Arachne knew shinigami had excellent healing abilities…that's why the venom was necessary. If Soul, in his rage, were to inflict Death the Kid with a deep enough wound, the boy would not be able to heal himself. It would be as though he was human, and a wound that normally was nothing more than a minor inconvenience could swiftly turn fatal.

Arachne sat back in her throne to enjoy the show.

* * *

**Not a lot happens in this chapter, I realize, but it's to set things up for something much bigger! Lots of stuff will go down in the next few chapters, so bear with me! Thanks for reading, and please keep reviewing! -AngelOtaku121  
**


	7. Chapter 7

Kid was already at the library when Maka arrived. He was on the third floor, sitting at a wooden table with documents spread out before him. His jacket was slung over the back of his chair (symmetrically, of course), and there was an empty seat beside him. Sensing her soul, he looked up when Maka entered the room.

"Hello, Maka," he said, straightening the documents into two neat piles. "I was just doing some research. What would you like to do today?"

Maka smiled at him. "You go ahead and continue your research. I'd actually like to do some myself," she said, thinking of Soul's irrational mood swings. The third floor housed all of the library's information on souls and witches, so perhaps there would be something there that could help Soul. It was worth a try, at any rate.

Maka carefully pulled down a book on soul fluctuation. Then she sat next to Kid, who had gone back to studying his papers intently.

"So," said Maka, breaking the silence. "How did your mission go?"

Kid sighed. "It went very well. I managed to capture the last two kishin eggs necessary for Liz and Patty to become Death Scythes. Now I just need two souls of witches." He looked at his papers. "The trouble is finding two that reside within the same general area. I need to find them at the same time. If I don't, I will be wielding one Death Scythe and one normal weapon for a time, and that is simply unacceptable." He shook his head. "Enough of my rambling. How are you and Soul doing?"

Maka stared at Kid for a moment in surprise. How could he know that strange things were going on with Soul? She began to panic slightly. Was Soul getting bad enough that it was obvious? Should she tell Kid everything that was going on? Then she realized that he was only asking how close Soul was to becoming a Death Scythe. She smiled weakly.

"Soul only needs a witch's soul and he'll be a Death Scythe. Hopefully we don't accidentally attack a cat again," Maka said, with a slight laugh.

Kid smiled back at Maka and looked down at his papers. With a slight sigh, he began to shuffle them back into piles. He couldn't concentrate on his research with Maka sitting so close to him. Kid _really_ liked her, but he wasn't entirely certain that she felt the same. He turned and studied Maka. She had her head bent over her book, but the look of frustration on her face was clearly evident.

"Maka," he said, putting a hand lightly on her shoulder. She gazed up at him. "Maka, what's bothering you?"

She parted her lips as though to tell him something and then apparently thought better of it. Shaking her head, she said quietly, "It's probably nothing," and looked away.

Kid took hold of her chin and gently turned her head so that she was looking at him. "Tell me anyway," he whispered.

And so, Maka found herself telling Kid everything that had happened in the past few days. About Soul's shifting moods and sudden anger. About how he always seemed to say horrible things and then immediately become almost a different person.

"It's like there are two Souls," she found herself saying. "One is horribly awful while the other is confused, but still a good person. And I think the horrid one is slowly but surely overtaking the decent one. He's my partner, and I just don't know what to do…"

As she spoke, she had moved steadily closer to Kid, until they were inches apart. She hadn't realized she'd been moving, but once she noticed, she didn't pull away.

"I could try talking to him," Kid said, once Maka had finished speaking. "Maybe I can find out what's wrong…"

Maka beamed at Kid and threw her arms around him. "Thank you for understanding. He's like my brother; I could never let anything happen to him!" She looked up at Kid, straight into his golden eyes. "You're the best friend anyone could ever wish for." And then, she kissed him.

Kid was completely startled at first. He quickly got over his surprise, however, and kissed Maka back. Goodness, he's wanted to do that for a long time. Almost unconsciously, Kid's arm's circled Maka and slid down to her lower back. Maka let out a small gasp.

Kid's eyes flew open, and he rocketed his chair back a good three feet from Maka's. "I'm so sorry-that was completely out of line-I shouldn't have-please forgive me-I don't know why-" he spluttered, apologies falling from his lips. He should have known that Maka didn't really like him. She'd probably just kissed him because he's consoled her when she'd been upset. Didn't that happen in books a lot? However, when he looked up at Maka, she wasn't horrified, she was…laughing.

"Calm down, Kid!" she giggled. "I just was a bit surprised, that's all." She scooted her chair forward until she was again directly in front of Kid. Kid was staring at her in shock. "It's okay," Maka said, smiling at him. She twined her arms around his neck and up into his soft black hair, and their lips met again.

* * *

Soul had gotten a bit…distracted. Normally, he acted cool and collected, but right now, he was like a kid in a candy store. He'd never been able to see souls before, so his new soul perception was quite a novelty. In addition, he wasn't a fool. Soul figured that the soul perception wouldn't last forever, so he was determined to use it as much as possible while he had it.

Unfortunately, Soul lost track of time. It was nearly eleven by the time he remembered what he'd gotten the soul perception for. He began walking toward the library, hoping the two hadn't already gone home. He stopped in front of the library's brick façade. Staring hard, he discovered that the only souls in the place were the receptionist on the first floor, and Maka and Kid on the third floor.

_There,_ he thought, satisfied. _They're in the library. Maka wasn't lying after all._

Soul sent another glance up at the souls he sensed. It might have been his imagination, but it seemed like Maka and Kid's souls were _really_ close together. Perhaps he should go up and just make sure everything was normal.

Soul took two steps toward the library and stopped. He couldn't go in there. Maka had the best soul perception of anyone he knew. She's sense him in a heartbeat. Kid would too, for that matter.

_Don't worry, Soul. That liquid you drank also masks your soul. It will be as though you are using Soul Protect, only the meisters won't be able to sense anything at all._

Soul thought about it. The voice had told the truth about his soul perception. Why would it lie now? He walked up the steps into the library. The receptionist was busy sorting through papers, and didn't even look up as Soul walked quietly across the room. He climbed the stairs and arrived on the third floor. What he saw made him stop dead in his tracks.

There were papers on the table, and books, but the two meisters weren't studying them. Instead, they were sitting there _kissing_. Blood roared in his ears as Soul turned away from the scene before him. He sprinted out of the building, still unnoticed by the receptionist, and out into the night. He stood a few feet in front of the worn building to collect his thoughts.

Maka and Kid. Kid and Maka. No! This was all wrong. Maka hadn't been lying when she said they'd been at the library, but she'd failed to mention exactly what they'd been _doing_ in there! Soul felt utterly betrayed. The voice had been right. He couldn't trust Maka. And Kid…something had to be done about that stupid little reaper.

Soul walked into an alley a little ways away from the library. He knew Kid would go this way. He could _feel_ it. And once the shinigami wandered into his trap…Soul grinned at the thought.

* * *

The large clock that adorned the wall struck midnight, breaking the two meisters apart. Kid looked up at it.

"I should probably be going," he said to Maka. "The girls will be waiting for me…"

Maka sighed and stood. "I think I might stay here a little bit longer. I just want to check something."

"Would you like me to stay with you?"

Maka shook her head. "No, you should get back to Liz and Patty." She smiled at him. "See you tomorrow?"

Kid smiled back, folding his jacket over one arm. "Definitely."

Outside the library, Kid took a deep breath. He thought about flying home on Beelzebub, but decided against it. It was a nice night, and besides, he wanted time to collect his thoughts. Liz could read his soul better than anyone, and if he arrived before he's sorted everything out, Liz would know. Then, he'd be treated to twenty questions. Kid sighed. That girl could be such a pain. He supposed he couldn't blame her. After all, he did give her quite the interrogation after her disastrous date with Crona. But that's another story.

Kid began to walk, thinking about all that had happened. He was extremely happy about the way things had gone with Maka. Now he knew that their feelings were mutual, he couldn't stop the smile that spread across his face. However, Kid was worried about Soul.

From what Maka described, it seemed like Soul was trying to fight off some outside influence. Of course, Kid was no expert on relationships, but it also sounded like Soul was jealous. It was quite possible that the only problem was that Soul liked Maka and didn't want her spending as much time with Kid. Kid sighed. He would talk to Soul, but the effort might be fruitless.

Kid turned a corner into a particularly dark alley. He didn't sense any souls, and he failed to notice the figure leaning against one side. Kid passed him, completely oblivious. That is, until the figure spoke.

Kid turned, utterly bewildered. How had he not sensed a soul? He took in the bright white hair and shark toothed grin before the words even registered in his brain.

"Fancy meeting you out here, Kid."

* * *

**What will happen now? Oh, the suspense! If you're a fan of Soul, you may not like the next chapter too much, but just remember that all of this is Arachne's fault!  
**

**Thanks for the support and please keep reviewing! -AngelOtaku121  
**


	8. Chapter 8

"Soul?" Kid stared at the white-haired scythe, utterly perplexed.

Soul grinned. "The one and only."

Kid shook his head, still gaping at Soul. "But…your soul…" Try as he might, kid could not detect even the hint of a soul. But that was…impossible for several reasons. First, only witches could use soul protect. In addition, had this been soul protect, Kid would still have been able to sense _something_. Instead there was an enormous wall of nothing. If not for the fact that Kid could clearly see the other boy standing before him, he might have thought he was going crazy. Perhaps he _was_ going crazy. However, Kid didn't think that was really the case.

Soul, on the other hand, was simply reveling in Kid's confusion. He felt powerful, as though he could take on the world. He was certain that he could defeat Kid without hesitation. The voice was there, urging him to strike. And he would…but not yet. He had to hear Kid's side of this. And if he wasn't satisfied with the answers…

"So, Kid," Soul began, ignoring the unasked questions that he knew Kid must have. "How was your library visit?"

Kid immediately was on guard. Soul seemed…off. Not only was there the lack of a visible soul to contend with, but Soul's grin seemed a bit maniacal. Additionally, Maka had asked him to talk to Soul, so he figured this was as good a time as any.

"It went well," Kid said cautiously. "Why do you ask?"

"Did you and Maka have a good time?"

"Quite."

Soul's crazed grin widened slightly. "What did you two do?"

Kid's eyes narrowed. "Not much. Actually, she wanted me to talk to you."

The grin was still there, but Soul's anger began to show. His eyes gleamed with rage. "She wanted you to talk to me, did she? About what, exactly?"

Kid sighed. This wasn't going to be easy, but he had promised Maka. "Maka said you've been acting strange lately-"

Soul interrupted Kid with a bout of insane laughter. "_Strange_? She said _I've_ been acting strange? I'm not the one frolicking around, fraternizing with someone who's not even human!"

So there it was. Soul was jealous. Kid shook his head and replied patiently, "Perhaps if you _talked_ to Maka about this-"

"_Talk to her?_ So that she can tell you everything I say? No. Maka will be mine, but that can't happen if you're here." Soul's grin had turned into a sneer.

Kid shook his head, sighing. In his current state, Soul wouldn't listen to reason. There was nothing wrong with him, other than jealousy. Kid decided to overlook the fact that he couldn't see Soul's soul. He was tired, so maybe his soul perception was a little off. It was probably nothing.

Kid turned and began to walk away from Soul. "Go home, Soul," he said tiredly. "Just go home and calm down."

Kid walked a few paces. He didn't look back at Soul, but maybe Soul had calmed a bit and would realize how foolish he was. At least Soul hadn't tried to fight him. Kid didn't want to fight Soul, but he would if necessary.

Just as he was thinking this, Kid felt a sharp pain in his left side. "What the _hell?_" He dropped his jacket, whirling around to see Soul, still standing there, grinning. Soul's arm was extended into a scythe, the blade dripping with crimson liquid. Blood. Kid's blood.

However, Kid's exclamation was not from his wound. In fact, he hadn't even glanced down to assess the damage. It would heal, anyway. No, what caused Kid's shock was the soul wavelength he felt when he came into contact with Soul. Now he knew he couldn't fight Soul. Because this _wasn't_ Soul. Something was controlling him, corrupting him. Soul's soul was affected by something Kid had never seen before. Kid had resonated with Soul before, and knew that something was terribly wrong.

A sound soul is normally bright blue. It sends off an aura that is unique to the individual. Normally when souls are corrupted, they turn kishin and become a sickly red color. This was neither. Kid could still sense the Soul he knew, but it was being overtaken. The lively blue was being engulfed by black tendrils that radiated evil. What Maka had said was accurate. There were two Souls battling each other for dominance…and the decent one was losing.

Kid stared at Soul as he retracted the scythe, turning it back into his arm.

"Don't turn your back when someone is talking to you, Death the Kid." Soul said quietly. "Didn't your father ever tell you that it's impolite?"

Then Soul moved faster than Kid had ever seen him move. So quickly, in fact, that Kid had no time to react before he was slammed into one of the alley walls. Soul held him there by the collar of his shirt; his other arm was once again a scythe, and it was pressed to Kid's throat.

"I'm going to kill you, Kid." Soul said silkily. "But I'm going to make it look like an accident. Perhaps you were hunting something, and it got to you. Poor, little, inhuman freak. Defeated before he could become a full shinigami."

Kid had to keep Soul talking so that he could find a way out of this mess. Without thinking, he replied, "Why on earth would I be hunting something without weapons?" Then, he immediately wished he hadn't.

"You're quite right. Perhaps I'll visit the Thompson sisters once I've finished with you."

Kid was horrified. "You wouldn't." Now he _definitely_ had to get out of here. Without _killing_ Soul. Kid hadn't wanted to hurt Soul, but he may not have a choice. He wasn't about to let his weapons get slaughtered.

"Oh, but I would. It would be so easy. Just as it will be with you. You know, Kid, I'm disappointed. I expected you to put up more of a fight." Soul sighed. "Well, c'est la vie, right?" He laughed.

"So that's your grand plan? You really think this will work?"

Soul stopped laughing. A look of confusion spread across his face. "Huh?"

Kid stared Soul directly in the eye. "Once you've killed me, then what? You think Maka will go running to you?"

"Well, I-"

"You fool. Killing me will accomplish nothing. Maka won't love you. So go ahead. Cut my throat. You still won't win."

Soul paused. There was the voice, practically screaming at him to finish the job. Part on him wanted to listen to the voice. But another part was shouting in the background, telling him to stop before it was too late. And that's when he realized what he was about to do.

_Kill him NOW!_ The voice was shrieking shrilly, as if it sensed Soul's indecision.

_No…_ He thought weakly.

_Do it, Soul! Kill him!_

_No! _Soul's objections were steadily getting louder.

_One slice and it's all over! Do it!_

"NO!" He shouted aloud. Kid saw the malevolence drain from Soul's eyes as he took in the scene before him, as if for the first time. A look of horror crossed his features as he dropped Kid, backing away. His arm returned to normal.

Kid hissed in pain as he hit the ground. His hands flew to his side. It was still bleeding heavily. How could that be? It should have started healing by now. No matter, it just must have been deeper than he had initially thought.

Soul was staring at his own bloodstained hands. Then he looked at Kid, taking in his extensive injury. Blood covered one entire side of his torso, a huge scarlet stain in contrast with the stark white of his shirt. "Oh God, Kid." He moved to help Kid.

"Stop." Kid said, putting up one hand. In the dim light of the moon, the crimson blood sparkled. "Don't come any closer, Soul." Kid stood, the world spinning slightly around him. He'd lost more blood that he'd realized. So much for a casual walk to sort out his thoughts.

Soul watched as Kid shrugged on his black suit jacket, not noticing the slight tear in the sleeve. Beelzebub erupted from his hand, and he shakily stepped onto it.

"Kid, I-" Soul couldn't believe what he'd done. Looking again at his hands, he felt sickened.

"Don't go near Elizabeth and Patricia." Kid said, not looking back. The skateboard rose into the air. "And stay away from Maka."

* * *

**So, I hope you like it :)  
**

**I know some of you were hoping for a full-out fight, and some of you _really_ wanted Kid to beat the crap out of Soul, and I'm sorry if I disappointed you. This is, however, the way I wanted to do this chapter. And you'll find out why later.  
**

**Actually, this chapter is the vision that sparked the entire fanfic. I imagined this scene and thought of what a great chapter to a fanfic it would make. The only problem was, I actually like Soul as a character, and didn't want him to be a jerk for no reason. Thus, Arachne came into it, and Spider and Fly was born!  
**

**Ok, bad news now. I'll be in California for the next two weeks, and won't be able to update. Sorry!  
**

**Please read and review! -AngelOtaku121  
**


	9. Chapter 9

Four things were going through Kid's head as he flew on Beelzebub toward Gallows Mansion.

1. Don't fall off

2. Stay conscious

3. Don't give Liz and Patty cause for worry (don't let them know of the injury)

4. Call Maka and warn her about Soul

Kid had done pretty well with the first two items on his mental checklist. He'd had to stop on three different occasions in order to achieve the first, but he was still conscious as the lights of Gallows Mansion came into view. It was well past one in the morning. The trip home that should have taken ten minutes had taken the better part of an hour. Hopefully the sisters were asleep, lest Kid have to lie to them. He didn't want to, but they needn't know the events that had transpired. It would only worry them unnecessarily.

Kid landed unsteadily in front of the mansion. Beelzebub disappeared into his palm as he stepped through the front door. He could hear the television echoing down the hallway. As quietly as he could manage, he walked down the hall. Perhaps the girls were already asleep on a couch, in which case he would leave them as they were. Otherwise, he'd just try to go unnoticed. If he managed to make it to his bedroom, he could just sleep off the injury and nobody would have to know. He also wanted to call Maka, just to warn her to keep away from Soul for a time. She needn't know details either.

Kid began to walk quietly down the hallway. The biggest obstacle at the moment was the darkness. Normally, it wouldn't be a problem, but with his vision already blurring from blood loss, he couldn't see a thing other than the light flicker of the television a few meters ahead.

He passed the doorway. Liz was awake, watching some romance, entirely oblivious to Kid. Patty lay asleep on her shoulder. Breathing a sigh of relief, Kid took a step past the living room, kicking something large and heavy in the process. The noise his foot made when it connected with the object was deafening in the quiet house. Dammit! How many times had he told Patty not to leave things lying around?

Of course, Liz, who was trained to detect anything out of the ordinary, heard. She perked up and gently moved Patty off of her shoulder. Then, she twisted her torso around to peer over the couch at the questionable noise. Kid shoved his hands into his pockets and angled his body so that only the right side of his body was visible to the seated weapon.

Liz saw Kid's silhouette in the doorway and smiled. "Oh, it's you."

"You didn't have to wait up, you know."

Liz shrugged. "Patty wanted to watch a movie." She turned herself entirely around so that she faced Kid. Her arms were slung over the back of the couch. "So, how was your night?"

"Fine," came the curt reply.

Liz was a bit startled. Usually, Kid elaborated a little more, mostly about what books he and Maka had talked about that night. He also sounded…off. As if just speaking was a strain.

"If you don't mind," he continued, "I'm going to bed."

Liz's eyes had fully adjusted to the dim light of the hallway. As it did, she noticed Kid was still in his jacket. All of his jackets were in a closet by the front door. There were eight on each side of the closet when he wasn't wearing one. If he had a jacket on now, then the symmetry would be off. Perhaps he'd forgotten in his exhaustion. To prevent an episode when Kid realized, Liz said, "Aren't you going to hang your jacket up?"

"No."

The unexpected negative shocked the girl. Confused, she pressed, "But the symmetry will be ruined."

Kid hesitated as though he was having an internal argument. Eventually, he replied, "I'll deal with it in the morning."

Okay, something was _seriously_ wrong. For Kid to be ignoring symmetry…it was unheard of! Liz swung herself over the back of the couch and walked to the doorway. She leaned against in, reaching over to turn on the hall lights.

Kid blinked up at the lights in a daze, then down at the floor, noticing that he'd kicked a large box of plastic jungle creatures. At last, he looked at the tall blonde weapon leaning against the doorway.

Liz studied Kid with concern. He was standing with his hands in his pockets, looking at her with semi unfocused eyes.

"Are you okay, Kid?" she asked tentatively. "You look really pale."

Kid chuckled humorlessly. "I'm _always_ pale."

"Yeah, but…" Liz trailed off, biting her lip. Had something happened with Maka? Liz had been so happy for Kid when the two meisters had started hanging out. She knew how much it had meant to Kid. Had they fought? But that wouldn't explain how horribly ill he looked.

Kid looked at Liz and flashed what he thought was a reassuring smile. It was actually more of a grimace. "I'm alright, Liz. Really. I'm just tired, that's all. Now, if you'll excuse me, I'm going to sleep." Kid began to walk away when something caught Liz's eye.

"Kid," she said, concern coloring her voice. "Your sleeve is torn."

Kid turned back slightly, and then looked down at his right arm. The sleeve was indeed torn, a small slit in the otherwise unblemished fabric. He pulled a hand out of his pocket to examine the rip.

"Damn," he muttered under his breath. "It's not symmetrical."

The tear was indeed asymmetrical, being cut in a diagonal a bit to the left of the center of the sleeve. However, that's not what Liz noticed. What caught her attention was the fact that Kid's hand was entirely covered in blood.

"Kid!" she exclaimed sharply, jerking him from his examination. He followed her line of sight to his hand. Kid cursed. He hadn't been thinking when he'd withdrawn his hand from the recesses of his pocket. So much for not worrying Liz and Patty.

"Kid, what the hell happened?!" Liz pushed herself away from the door and started toward Kid.

Kid shook his head, taking a step back. "Nothing happened."

"Uh huh, and is nothing why your hand is covered in blood?" Liz was angry. She didn't know what had happened, but she was pissed at Kid for trying to lie to her. She reached him and grabbed him by the shoulders, turning him around to face her. Then she saw it. The dark stain spreading up the left side of his jacket, marring the usually pristine fabric. The stain that made all of her anger evaporate.

"Kid…" she whispered in horror.

Kid saw the horror and knew any attempts to hide the injury were futile. He could, however, downplay the severity.

"I'm fine, Liz."

The weapon shook her head, disbelieving. She knew Kid. He was trying to make it seem as though his wound was nothing, and it must be pretty bad if he'd resorted to that.

"Kid," she said, still in the horrified whisper. "Take your jacket off."

"Liz, that's really not-"

"_JACKET OFF! NOW!_"

Kid obliged. He removed his jacket, letting it fall to the floor in an unceremonious heap. He winced at Liz's sharp intake of breath.

Liz shook her head in mute horror at the sight of the scarlet stain that was still steadily spreading across Kid's white shirt. How had he gotten himself _that_ hurt? Liz's motherly nature took over.

"Shirt off, too," she instructed, wanting to see the extent of the wound.

Numbly, Kid shrugged off the shirt, which also fell unceremoniously to the floor. Liz gasped, crouching to examine the injury. It was a brutal slash that cleanly cut through Kid's flesh. The wound was about four inches deep, and it was still bleeding freely. It looked like the kind of wound made by a knife or scythe. Liz ran through a list in her head of all the weapons she knew that fit the description. Soul? Spirit? Nygus? Tsubaki? It didn't make sense. It couldn't have been a kishin or witch…somebody would have sensed it. But who in Death City would want to hurt, even kill, Death the Kid? More importantly, who had the ability to beat him?

Liz looked up at the reaper. "Who did this?" The horrified whisper was back.

Kid shook his head, suddenly feeling dizzy. He pressed a hand to the wall to steady himself, either not noticing or not caring about the crimson handprint it would leave. He could tell that Liz was panicking and attempted to reassure her.

"It's fine. It'll heal."

Liz studied to wound again. "Unless you were nearly sliced in half," she replied, "This hasn't healed at all." She stood, looking at Kid's pale face. "When did this happen?"

"About an hour ago."

An _hour_? A full hour?! Kid was a shinigami. Their healing abilities were incredible! So how was the wound still bleeding as though it was fresh? Liz's mind began to create impossible scenarios of monsters that could prevent the body's natural healing process.

Kid could feel his consciousness begin to slip. He needed to warn Maka. If Soul got to her in his current state, he'd likely murder her without hesitation. In desperation, he looked at his distraught weapon.

"Elizabeth," he said, pulling her from her thoughts. "I need you to call Maka. Warn her. Soul-"

"_Soul_ did this?" Liz interrupted.

Darkness was eating away at the edge of Kid's vision. His breath was coming shorter as he urgently told Liz, "He's not himself. Something's controlling him. Just tell her…to be…careful…and…stay away…"

Kid lost the battle to stay conscious. He trailed off, his breaths coming in short bursts. Then, darkness engulfed him.

* * *

**"And that was the day Regina George died. Just kidding!" -Mean Girls  
**

**I'm baaaaaaack! And exactly two weeks from the last update...pretty darn good if you ask me! Cali was awesome, but now I'm back and should be able to post regularly!  
**

**I hope you liked this chapter, and please keep reading and reviewing! Thanks for all the support! -AngelOtaku121  
**


	10. Chapter 10

Maka opened the door to her apartment at a little after one in the morning. She was greeted with silence and darkness, something she was not used to. Usually, Soul at least left on a light. She cast her soul perception around, trying to locate her weapon. The search came up empty, revealing only a sleeping Blair. Where was Soul? Had he gone out? Perhaps he left a note.

Maka walked into the apartment, shutting the door quietly behind her. She strode into the kitchen, knowing that if Soul had indeed left some indication of where he went, she'd find it there. Normally when he went out, there'd be a single sheet of paper with a scrawled "Be back soon." However, when she walked to the table, she found not the slightest hint of where Soul could be.

Confused, she moved to exit the kitchen. Her foot brushed against something and she bent down to pick it up. It was a small glass vial, empty of whatever it may have contained. There was a bit of black residue at the bottom. Puzzled, Maka slipped it into her pocket. She'd ask Soul about it when he got home.

Suddenly, the phone rang, pulling Maka from her thoughts. Who could be calling at one in the morning? And _why_? What was so important that it couldn't wait until daylight? Shaking her head in exasperation, Maka walked over and stood in front of the telephone. She didn't feel like talking to anyone at the moment, so she'd let the answering machine get it. The phone rang five times before going to voicemail. In a cheery voice, she heard herself commanding the caller to leave a message. Soul wasn't on the recording because he thought it would be 'uncool.' Men were so annoying sometimes.

"Leave a message at the tone! Thanks!"

The tone sounded, ridiculously loud in the silence of the house. The caller cursed colorfully. After the outburst of profanity, someone began to speak clearly and urgently.

"Maka, it's Liz. I seriously hope nothing happened, but if you don't call back in twenty minutes I am going to break into your house. _Please_, _please, please_ call soon."

Shocked, Maka stood frozen as the message finished. Why would Liz be calling? Had something happened to Kid? Did Liz think something would happen to Maka? Did she think something already _had_ happened? Was Soul in danger too? All of these thoughts ran through Maka's head in a split second. Then she grabbed the telephone and dialed the number for Gallows Mansion.

"_Hello?!_"

Maka was stunned by the desperation that was clearly apparent in Liz's voice. Something awful must have happened.

"Liz, it's Maka."

Maka heard Liz breathe a sigh of relief. Then a torrent of questions came. "Maka, are you okay? Are you hurt? Where were you? Why didn't you answer when I called? Where's Soul? Is he with you? Have you seen him?"

Maka was stunned by the barrage of questions flying at her through the communication device in her hand. The only question that actually registered in her mind was "Have you seen Soul?" Slowly, Maka answered.

"I haven't seen Soul since I left. He's not home…I'm worr-"

"Oh, thank God," Liz breathed.

Liz was _happy_ that Soul was missing? What if he was injured? How could Liz be so heartless? Appalled, Maka replied coldly. "What do you mean 'thank God'?"

Liz either didn't hear her or chose to ignore the comment. Instead, she began to give frantic instructions. "Listen, Maka. You have to get out of there. Pack a bag, come over here, or go to Tsubaki's…I don't really care. But you can't stay at home. If Soul comes back-"

"What is that supposed to mean?" Maka asked angrily. "You can't just tell me to go somewhere! I have to wait for Soul to get home!"

"You can't _do_ that!" Liz shouted desperately. "Do you _want_ to die?!"

Maka was about to yell back, but stopped. Dread coursing through her, she asked weakly, "What?"

"Maka," Liz said gently. "Soul…he's gone mad."

The next thing Maka felt was denial and an intense need to defend Soul. "That's not possib-"

"Maka," Liz interrupted. Her voice was different now, as though whatever she was going to say was painful. In a strained voice, Liz whispered, "He tried to kill Kid."

Maka dropped the phone in shock. She must have misheard Liz. Why on earth would Soul try to kill Kid? He'd been acting strangely, but Soul would never kill one of his friends. It wasn't possible! But why would Liz lie? And from the tortured quality of her voice as she uttered those last words, Maka could tell she was telling the truth. That meant…was Kid _dead_? No. Liz had said 'tried to kill.' That must mean he was alive. But how badly was he hurt? Maka scrambled to pick up the phone. Clutching the receiver tightly, she responded.

"Is Kid okay?!" she demanded, panicking.

Liz sounded like she was close to tears (_Tears?!_ Thought Maka. _This must be really bad. Liz _never_ cries…_) as she answered. "I just…I don't know. I did all I could, but I don't know if it will be enough. I called Stein…he was the first person I thought of. Maybe he'll know what to do. Kid's wounds aren't healing…" she trailed off.

For some reason, Maka thought of the nearly empty vial in her pocket. Could that have something to do with it? Making up her mind, Maka said, "I'm coming over."

She ran through the house, the phone still pressed to her ear, and began to throw clothes into a bag. She heard Liz telling her to be careful. Then, she thought of something.

"I can't leave Blair here. If Soul really did go…crazy…then she's in danger too."

"Then bring her." Liz replied.

Finished packing, Maka asked the question that had been on her mind the entire time. "Why would Soul do something like that?"

"Kid says there's something wrong with him."

Maka felt a prick of hope. Maybe Soul wasn't acting independently. Maybe this whole situation could be fixed! "Do you really think that?" she asked.

Anger colored Liz's voice as she growled. "I think that white-haired bastard had better hope there is, or there will be hell to pay."

* * *

**Thanks for all the reviews guys! They really give me incentive to keep writing. I hope you liked this chapter! The next couple chapters are kind of 'aftermath' chapters. Will Kid live? Will Soul be free of Arachne's influence? What will Arachne do now? All these questions will be answered soon!  
**

**Thanks for reading and keep reviewing!-AngelOtaku121  
**


	11. Chapter 11

An hour after the confrontation, Soul was still sitting in the alley, head in hands. Every time he caught sight of the blood that stained his sleeve and hands, he shuddered. He felt sick. How could he have let things get this far out of control? He had never meant for this to happen. Now, Kid was severely injured. Hopefully, the shinigami would heal, but Soul had no way for knowing if he was already dead. And what if he was? It's not like Soul could just explain how he'd casually murdered Lord Death's son. No…if Kid was dead, then Soul was too. Death would probably concoct some sinister form of punishment that could only end with Soul's death. It was fair though. A life for a life. Soul shuddered again. He really didn't want to die, nor did he want Kid to die. This was all so unbelievable. Unbelievably twisted.

He heard a soft cackling in his head. The presence that had inhabited his head since the start of this whole disaster was clearly overjoyed. Its mirth was evident as it chuckled.

_Congratulations, Soul. There is now one less shinigami in the world._

"GET THE HELL OUT OF MY HEAD!" Soul's shout was aloud, but he didn't care. He half hoped someone would wake up, see him sitting, covered in blood, in the alleyway, and call the cops. At least then he would be able to tell someone about Kid. For all he knew, Kid could be dying in a deserted alley at this very moment. From the exuberance that was radiating from a corner of his mind, the voice clearly thought that was the case. Soul just hoped that it wasn't right.

The voice giggled jovially, despite, or perhaps because of, the anger and desperation Soul was feeling. Hadn't the voice said it wanted Soul to be happy? _Of course it _said_ that!_ Soul thought to himself. _But it didn't mean a goddamn thing!_ The voice had been using him this entire time. It didn't care about Soul; it had its own motives. All it wanted was for Kid to die. The question that Soul should have been asking all along came into his head. _Why?_ Why did this voice want to murder Death the Kid? Hell, why was it even in Soul's head? This was exactly like when that horrid red demon had occupied his thoughts as a result of the black blood.

Soul's eyes went wide. Was that it? Was this new voice some sort of reincarnate of that little ogre? Did Soul lose control of the black blood, slipping further into madness? It was possible, but not particularly likely. Soul had been in complete control of the black blood for months. He had bested that freaky scarlet abomination that had lived in his head. So what was going on?

Soul closed his eyes, searching around his head. He didn't _feel_ any madness. However, his sixth sense had never been particularly good. Maybe he was so completely enveloped in insanity that he no longer felt like he was insane. That was the only explanation that Soul had for why he had thought it was a good idea to attack Kid. No one in their right mind would attempt to murder their friends. The only problem with this train of thought was that Soul felt perfectly normal. He was thinking about insanity rationally…not at all like someone who had just discovered that they had been overwhelmed by madness. That left two possibilities. Either he wasn't crazy, or he was so engulfed by the madness that it had become his sanity.

The voice chuckled. _Really, Soul, don't be a child. You are in full control of any residual sparks of madness left within you. You are perfectly sane. _

Shaking his head fiercely, Soul attempted to dislodge the voice from his mind. It was telling him that he was sane, but if it was a manifestation of the madness, wouldn't it try to convince him that nothing was wrong? Soul probed deeper into his mind, determined to locate the source of the voice. Before he knew it, Soul had fallen into a familiar room.

Soft jazz music met Soul's ears as he took in the red and black tiled floor. The only light in the room was cast by a single lamp. In the center of the room stood an armchair, the place where Soul usually sat. However, it was currently occupied. Not by the red ogre that normally graced the room with his presence, but by a woman. Soul took in her appearance: raven hair, an intricate black dress, and red lips that curled into a smile when she saw him. There was clearly a spider motif about her. Shocked, Soul realized who it was.

"Arachne…" he breathed, eyes wide.

Arachne chuckled. "Of course, Soul. I've been in here for a while now."

Her voice was so familiar, but for some reason, Soul couldn't place it. Perhaps it was the shock of seeing one of his enemies sitting casually in an armchair in his head, trying to carry out a polite conversation. He was probably just recalling hearing her speak in one of their previous battles.

"You…what?" Soul asked in confusion.

"I've been here," said the witch, gesturing to the room vaguely, "for a while."

Soul was finally coming to his senses that one of his greatest enemies had somehow gotten into his head. It didn't matter if this Arachne was real or not. If she had the power to infiltrate his mind, it meant that she had fully recovered from their last encounter and would now be devising dastardly plans. Soul clenched his fists.

"What are you doing here?" he demanded.

Arachne smiled sweetly, gazing up at him. "I'm just trying to help you realize your full potential, Soul Eater."

Soul was taken aback. Full potential? What did Arachne mean? To a casual observer, it might seem as though Arachne was trying to help him. But that was impossible. Arachne hated Lord Death and the DWMA. There was no way that she would be helping Soul without personal gain.

"You're lying."

Grinning evilly, Arachne replied, "I just want you to be happy, Soul."

It clicked. Her voice. _The_ voice. The spider witch had been the one in his head all along. She had wanted Kid dead, and she had gotten Soul to strike the blow. How had it happened though? Soul remembered the spiders swarming over him as he protected Maka. That's when it must have happened. Somehow, she'd gotten a piece of her soul into Soul's head via one of the eight-legged brutes. It would certainly explain the nightmares. Hatred and anger showed in his eyes as he lunged at Arachne. His right arm was a scythe, the point resting over Arachne's heart. The witch laughed.

"Goodness, Soul. I thought you'd be happy. I wanted revenge on Lord Death. You wanted Maka Albarn. The solution to both was to kill Death the Kid. I provided you with the means to do it. You could be a bit grateful."

"Grateful?!" Soul spluttered. "You manipulated me into attacking one of my friends, and you think I ought to be grateful?!"

"In fact, I do," Arachne huffed. "I didn't _force_ you to attack. No, you did that all on your own. And look on the positive side, Soul. You injured the boy badly enough that he probably won't be coming back. Now, Maka is all yours. We've both won in this situation."

No, Soul hadn't won. He'd lost-big time. If Kid was really dead….Soul refused to think about it. Kid wasn't dead. He was a shinigami. He would heal. Soul grinned slightly.

"Arachne," he said casually. "I'm not sure if you've ever heard about the healing abilities of shinigami."

Arachne laughed. Upon seeing Soul's confusion, she laughed ever harder. "You don't realize that I've thought of everything? That elixir you drank-do you remember? It will prevent the body's natural healing ability for up to forty eight hours. Death the Kid is as good as dead."

Dammit! How could he have been so stupid?! This was so uncool. He really had killed Kid. If the initial injury hadn't killed him, the blood loss certainly would. It probably already had! And it was all thanks to Soul's stupidity. He should have learned his lesson with the ogre. It's not wise to trust anything that resides within one's head but thinks separately from one's own consciousness. At least the ogre was gone for good.

Arachne cocked her head to one side, as though listening to another conversation. Her face contorted slightly with aggravation, and she hissed in anger. "That's impossible! He can't be alive! Damn shinigami…"

Soul stared. Could it be? "Kid's alive?"

Arachne looked at Soul. She smiled, an evil grin that twisted her features into something sinister. "Not for long. Unless his precious weapons can discover an antidote to counteract the poison, then the boy will bleed to death. Of course, they have no idea _why_ he isn't healing."

Soul had a stroke of inspiration. If he could get to Gallows Mansion in time, then he could tell the Thompsons what was going on. They might be able to save Kid if they worked quickly enough!

Arachne smiled as if she could read Soul's mind. "I'm not sure I would even bother going to them, Soul. They no doubt know you inflicted the injury. I don't think they'd let you within ten feet of their home. Even if they did, you drank the elixir in its entirety, did you not? They would have nothing to start with. Most of the poison has already burned out of your system, and the vial was empty. It also leaves no trace on the victim. There would be no way for them to construct an antidote."

Soul shook his head. He still had to try. He couldn't just let Kid die. He couldn't let Arachne win.

"In addition," Arachne continued, "If Kid lived, then you'd never get Maka."

Soul didn't care. Maka would hate him anyway. He would not just stand by and watch as Kid died.

"You'd be all alone, Soul."

"Shut up." Soul growled.

"You'd save him? Even though they all hate you? You'll have no one to turn to now, Soul. Death the Kid's salvation will be your destruction. But if you let him die…"

"I said, shut UP!" Soul shouted. He plunged his scythe-arm through Arachne's chest. She exploded into a cloud of black that swiftly dissipated. The only sounds now in the room were the jazz music and Soul's heavy breathing. He closed his eyes.

When he opened them a long moment later, he was sitting in the alley. It had started to rain, washing the blood off of his hands. Soul pushed himself up from the ground. He had to get to Kid. Somehow, he'd find a way to get an antidote. He _had_ to. He would not let Kid die. Soul sprinted out of the alleyway and toward Gallows Mansion.

* * *

**Sorry this took so long guys! I started volleyball, so I haven't been home much. In addition, my mom isn't a fan of the whole 'being on the computer for recreational purposes' thing. Plus, we've only got one computer for the whole family...  
**

**Anyway, enough excuses for my slacking. I really will try harder to get out the next couple chapters sooner.  
**

**Just to clarify: the red ogre from the black blood will NOT be making any appearances. However, Arachne is finally out of Soul's head! And just so you know, your reviews matter! This chapter is inspired by Traffic9991. Because I'm writing this as I go (it's not all done), I have quite a bit of leeway with the chapters. I have a certain vision of what will happen, but if you give me an idea that I really like, it may end up in here. Traffic9991's comment asked if the little ogre would be making an appearance. At the time, I had no idea how Arachne would be vacating Soul's head, so Traffic9991's comment was perfect, even if I didn't do exactly as it said.  
**

**Please keep reading and reviewing guys! I love you all! -AngelOtaku121  
**


	12. Chapter 12

Liz put down the telephone after calling Black*Star. She hadn't explained much, just left a message warning him and Tsubaki to stay away from Soul. They might be confused when they hear it, but at least she'd warned them. Liz shot a worried glance back at the living room. After Kid had collapsed, she'd woken Patty. The two then moved their meister onto the couch. Professor Stein was currently in the room, examining Kid's wounds. Maka had arrived a few minutes ago with Blair. The cat was curled up in Liz's room at the moment, and Maka had refused to leave Kid's side since she'd arrived.

Liz turned to look at Patty. The living room had become awfully crowded, so Patty had joined Liz in the kitchen to make phone calls. One call to Black*Star, the other to Lord Death. Unfortunately, neither party had been available to take the call, so Liz resolved to try again later. Patty was currently sitting at the kitchen table, a glass of water in hand. She was unusually silent, worry etched across her features. Liz looked over at her sister sadly. They had done all they could for Kid-cleaning and wrapping his wound-and now it was out of their hands. She only hoped that whatever power that was now in charge of Kid's life would see fit not to squander it. If Kid died…the thought was too painful to comprehend.

Because her thoughts kept drifting back to Kid, Liz decided to focus on all of the good memories they had. Death the Kid was like the brother she'd never had, albeit an insanely rich, ridiculously OCD one. Admittedly, the first time Liz had seen Kid, he was just easy prey. Then, when they became partners, Liz's intentions were just to take advantage of Kid's money and power. Kid had known all of this, of course, but he chose to ignore it. He looked past the rough exterior and saw the girls for what they truly were. Kid had really changed the two. For that, Liz would always be thankful. The trio had fought through thick and thin, never giving up on each other. Sure they disagreed sometimes, but then again, what family _didn't_? And that's what they were. A family.

When they lived on the streets, Liz would often wonder what it would feel like to lose Patty. Of course, she'd sworn to protect her sister to the ends of the earth, but what if something unforeseeable happened? What if Patty was dying and all Liz could do was sit around and watch? Nothing like that had ever happened, but now Liz knew. It would feel like this. The devastation. The realization that no matter how much she did, it wouldn't be enough. Kid was dying and there was nothing she could do.

Liz turned to gaze out the window when something caught her eye. It was actually someone. A white-haired someone, sprinting across the lawn. Soul. Anger boiled up within Liz. He had the gall to show up here? Liz would teach him to never mess with the Thompson sisters.

"Patty! Weapon form! Now!"

Patty looked at her, a slightly malignant smile curling on her face, and obliged. Pistol in hand, Liz sprinted to the door and pulled it open.

* * *

Soul was halfway up the lawn when the first shot zipped by him, barely missing him. He cursed under his breath. He really hadn't thought about what would happen if he-Kid's attacker-showed up at the mansion. Of course the sisters would shoot at him… who wouldn't? But if they actually managed to hit him, it would be all over. Somehow, he had to make them understand that he was trying to help. He had to reason with whichever sister was shooting. Either way, it was going to be tough. Liz was like a mother bear whose cubs were threatened, and Patty…well, Patty was a bit maniacal when she was upset.

More shots whizzed by. "_WHAT THE HELL ARE YOU DOING HERE, YOU MURDERER?!_" Murderer? Did that mean Kid was dead? Was Soul too late? If so, he'd accept whatever punishment Liz (for she was definitely the gunman) saw fit to give. He almost surrendered right there. Just stopped running and gave up. Liz's next words urged Soul to keep going.

"_COME TO FINISH THE JOB, HAVE YOU?!_" So Kid was alive. Relief coursed through Soul. There was still hope. Kid could still be saved.

"You have to listen to me!" Soul yelled up to Liz.

Liz laughed a tad maniacally. "_LISTEN TO YOU?! LIKE HELL I'LL LISTEN TO YOU, YOU BASTARD!"_

Soul was still weaving in and out of the bullets, but eventually, they would find a mark. He ducked behind one of two ornate hedgerows that grew in the yard. It wouldn't protect him forever, but it would buy him some time.

"You can't save Kid!" Soul cursed himself. That had come out wrong. It sounded like he was gloating over what he had done. And Liz would certainly take it that way.

"_SHUT THE HELL UP!_" came the bellowed response. "_I _WILL_ SAVE HIM!"_

Soul shook his head. He shouldn't have expected her to listen, but if she didn't, Kid would die. "No matter what you do, it won't be enough! Kid's wounds won't close-"

"_SO _YOU'RE_ RESPONSIBLE FOR THAT TOO?! FINE! EVEN IF I CAN'T SAVE HIM, I CAN MAKE SURE TO AVENGE HIM!"_

* * *

Maka perked up to the sound of gunshots and yelling. She had been sitting next to Kid, watching Stein examine the wound with tears in her eyes. She was no doctor, but it looked to her like Kid had mere hours left. How could this be happening? And Soul was responsible…

The exchange continued. Stein seemed entirely oblivious to the entire thing, instead being wholly focused on his work. Maka was slightly confused. Who could Liz be shooting at? There was only one person Maka could think of, but she didn't think he'd be stupid enough to show up. Unless he had a death wish. No, it couldn't be him.

Then, a familiar voice responded to Liz's shout. It _was_ him! Maka pulled her eyes away from Kid. There was nothing she could do here. She bolted from the room, making her way to the front door. She couldn't let Liz kill him, not until she heard his side of the story. She was his partner, and she still held on to a small sliver of hope that Liz was wrong. Maybe he hadn't tried to kill Kid.

Maka turned the corner to see Liz standing in the doorway. Wielding Patty, she was firing shot after shot into the night. Maka still couldn't make out the words being said over the sound of gunfire, but she saw him. Bright white hair. Crimson eyes.

Soul.

* * *

**Okay, so I'm going to try to update once a week. School will be starting soon and I'm not entirely sure what the workload will be for sophomores, so I'll have to see. Hopefully, I can get out a chapter a week, but if not, I'm really sorry!  
**

**I hope you enjoyed this chapter, and please keep reviewing!-Angel Otaku121  
**


	13. Chapter 13

The hedge behind which Soul hid was being swiftly torn apart. It had provided decent cover, but there was only so long the decorative shrubbery could withstand the Thompson sisters' wrath. Soul had mere minutes until the plant no longer provided any protection. He mentally cursed himself. So far, everything he'd said had only succeeded in making Liz more angry and defensive. If he couldn't convince her soon, then Kid would die and Arachne would win. Soul peeked out from behind the hedge, only to duck back behind it as a bullet flashed through his hair.

With increasing desperation, he shouted, "There's only one way to save Kid! And you need my help to do it!"

"_AND WHY THE HELL SHOULD WE TRUST YOU?!_" Liz shouted, still firing cascades of bullets.

"It's either trust me, or Kid will die!"

* * *

Maka stood in the hallway behind Liz, watching the events unfold. Soul was taking cover behind a hedge while Liz fired a hail of bullets at him. The hedge was swiftly being demolished. Soon, Soul's protection would be entirely obliterated, and he would be a sitting duck. Liz wouldn't kill Soul; Maka was fairly certain of that. However, if Liz chose to badly injure him, Maka wasn't sure she could stop her…or if she even wanted to.

Maka was finally close enough to hear the words being shouted over the sound of gunfire. She heard Soul, pleading with Liz to listen to him. Liz's retorts were rage-filled accusations and blunt questions. Maka knew Liz would never listen to Soul. Soul must have known it too, so why was he still trying desperately to get the weapon to take heed of what he was saying?

"There's only one way to save Kid! And you need my help to do it!" Soul shouted, panic creeping into his voice.

Maka froze, unsure of what to do. A million thoughts swirled around her head. Obviously Soul had tried to murder Kid, so what was with this change of heart? Had something been controlling Soul, but had now vacated his head? If Soul really knew the only way to save Kid, then perhaps they should listen to him. At the very least, they should find out what he had to say. Maybe he was lying, but if he wasn't, then maybe there was hope for Kid after all. At the moment, prospects of Kid's survival looked pretty bleak. Maka blinked back tears and shook her head at the thought. Kid _would_ survive. But maybe Soul was being truthful, and the only way to save the shinigami was with his help.

Maka had been too distracted by her thoughts to hear Liz's response, but she did hear Soul's next words.

"It's either trust me, or Kid will die!"

That decided it. Soul spoke with such conviction. He truly believed that he knew the only way to prevent Kid's death…a death that he would have caused. Maka pushed the thought away. Did it really matter? If there was even the slightest chance that Kid could be saved, wasn't that better than nothing? As Maka looked on, the last branches of the hedge were blasted away. Soul was now in full range of the pistol. She had to act now, before Liz shot Soul at point blank range, rendering him unconscious and useless. Liz paused, took a deep breath and steadied her aim.

"Liz! Stop!" Maka lunged forward, latching onto Liz's arm, making the shot go wide. She saw Soul's eyes widen in disbelief as Liz rounded on her.

"_What the hell do you think you're doing?"_ she hissed, fury evident in all of her features. "Let _go_, Maka!"

"I won't!" Maka replied, still gripping Liz's shooting arm. Liz tried to jerk away, but Maka held on tightly. Breathing heavily, she continued, "You can't shoot him, Liz."

Liz narrowed her eyes. "And why not?" she asked coldly.

Maka met the elder Thompson's eyes. She chose her words carefully before uttering them in a calm, measured voice. "Kid is going to die. If there is a slight chance that Soul can prevent that, we should listen to him. Or would you rather let your anger be the reason that Kid couldn't be saved?"

The bitterness left Liz's eyes, and her shoulders visibly slumped. Maka felt awful for essentially putting the guilt onto Liz, but it had to be done. It was the only way she could elicit a desired response. But Soul couldn't be entirely trusted-not yet, and probably not ever. As she brushed by Liz into the yard, Maka muttered, "Don't let your guard down."

* * *

Soul nearly collapsed with relief when he saw Maka step out of the mansion. He stood shakily as Maka approached him. She looked wary, but Soul couldn't blame her, just as he really couldn't blame Liz for shooting. He was a despicable excuse for a human being, but he was trying to atone. Luckily, Maka had decided that it was worth trusting him. She approached him hesitantly, stopping a few feet from him.

"You said you could save Kid," she said. "So start talking."

Soul took a deep breath and gave Maka a concise summary of all of the events leading up to his assault on Kid. When he got to the part about consuming the spider venom, Maka's eyes widened.

"So you're saying," she breathed, hope starting to creep into her features, "That if we had some of this venom, we could make an antidote? And that would cause Kid's wounds to heal?"

Soul nodded. Maka spun on her heel and started walking briskly toward the house. Following mutely, Soul allowed himself to feel the slightest glimmer of hope. Maka obviously knew something. Maybe-just maybe-Kid would live.

* * *

Maka had to suppress a hopeful smile as she hurried toward the door. She slipped a hand into her pocket and felt the small glass bottle. Curling her fingers around it, she allowed herself to fully believe that Kid's survival was possible.

Maka nearly sprinted through the mansion to the living room. Stein was still sitting there, now just staring at Kid's wounds as though they were the biggest conundrum he had ever encountered. He glanced up at Maka as she barreled into the room, but paid her little attention.

"Professor Stein!" she exclaimed breathlessly, causing him to look up. "I know why Kid's not healing, and I know how to fix it." She held out the vial and briefly explained the situation. Nodding Stein took the vial from her.

"I can probably create an antidote within the next half hour. Then, I shall return to administer it." He glanced down at Kid's prone form. "Keep him alive until then." With that, he nodded curtly at Maka and left the room.

Maka sunk into the seat that Stein had just vacated. She gripped Kid's hand and brushed a lock of hair off his forehead. She breathed a sigh of relief. He would be okay. He would live.

* * *

**Omg guys! 100 reviews! Thank you all so much! And I'm really glad you all like this story so much :) **

**Well, I really hope you all like this chapter! See-Kid will live :)  
**

**Please keep reading and reviewing!-AngelOtaku121  
**


	14. Chapter 14

The next half hour. Thirty minutes. Not a lot of time, but when you're watching someone slowly bleed to death, it can seem like forever. Thirty minutes. That's when Stein said he'd be back with the antidote. And his parting words had really struck Maka. _Keep him alive until then_. It had been approximately twenty minutes since the silver haired scientist had left, and Maka had been willing time to move faster. She was applying pressure to the wound, but nothing was helping to stop the flow of blood. Kid's breathing was becoming shallower, and his face was so pale, it looked gray. Thirty minutes. She had to keep him alive for thirty minutes. Ten minutes left. Maka looked down at the unconscious reaper. Could he even survive ten more minutes?

* * *

Stein's lab was approximately a ten minute walk from Gallows Mansion. However, at a dead sprint, it took the scientist about three. He raced into the lab, flinging open the door with a resounding bang. Stein winced. He hoped he hadn't just woken Marie. He quickly dismissed the thought. Marie could sleep through just about anything, and he had more important matters to attend to than the Death Scythe's state of consciousness.

Contrary to belief, Franken Stein actually cared about his students. He portrayed himself as a heartless madman, and yes, he was a bit mad, but he wasn't heartless. He felt a mild attachment to all of the kids that he taught, and if they were in danger, he wouldn't hesitate to defend them. Especially Lord Death's son. Stein had known Kid since the boy had been an infant. He would not allow the young reaper to die.

The silver-haired scientist moved through the lab with purpose, setting up beakers, burners, and other essential equipment. He pulled out the vial that Maka had given him. Some form of spider venom, she'd told him. There are thousands of poisonous spiders across the globe, and Arachne would have access to them all. However, from what Stein had observed, the continued blood flow from Kid's wound was from a destruction of platelets. It created an almost hemophiliac reaction. To Stein's knowledge, only one spider could have caused that sort of reaction: the recluse spider. Ironically, these spiders were also known commonly as "reapers."

All of this information flew through Stein's head in a moment. He set about constructing an antidote, hands flying across the different apparatuses. It would take approximately seventeen minutes for the antidote to be complete. He had told Maka to expect him back within a half hour, and he would abide by that statement. However, he had also told Maka to keep Kid alive. Stein wasn't sure if that was going to be possible. Sure, the boy was resilient, but that amount of blood loss would have killed off normal humans an hour ago. It was a miracle that Kid was still alive; Stein hoped that miracle would continue until he could get back.

Fifteen more minutes until the antidote's completion. These would be the longest fifteen minutes of Stein's life.

* * *

Soul was slumped in a chair in the kitchen, trying to avoid looking at Liz. She was leaning against the doorway, Patty in hand, studying Soul with a look of pure disgust and loathing. He knew that she just longed to put a bullet into his head; he couldn't blame her. He was just glad that she'd let Maka hear him out. With Stein off creating an antidote, Kid actually stood a chance. He hoped Kid's unexpected survival would interrupt Arachne's plans and give her a major setback. Her plan would have failed, and she would need time to formulate a new one. If that happened, Soul would have ample time to hunt her down and kill the witch himself.

Soul's eyes flicked to Liz. She wasn't even looking at him anymore. Instead, she was gazing over her shoulder toward the room in which Kid lay. Relief was evident in all of her features. She had truly though Kid was going to die, and now…now Kid would live. Of course, he might still die. This slight glimmer of hope may be crushed as soundly as a spider underneath a boot, and that would make Kid's death even harder. To know he could have lived, and that he died anyway. It would be awful.

* * *

Maka looked up at the clock mounted above the television. It was a black and white circular clock, mounted in the exact center of the room. Four minutes. Four minutes until the time when Stein had promised to return. She turned her attention to Kid. By some miracle, he was still alive, but he was fading fast. Kid didn't have four minutes to spare. He had two at most until all hope was lost. Maka sent a silent prayer to Death, to God, to any deity that cared to listen.

_Please save Kid._

* * *

Stein glanced at his watch. One minute until the antidote was done. Then, he could go back to Gallows Mansion and save Kid-that is, assuming the shinigami was still alive. If the boy had already died…

Stein twisted the screw in his head, willing the antidote to be finished. Stein didn't think Death the Kid was dead yet, but he knew the boy had mere minutes left. If he got there and was too late, Stein would never be able to forgive himself.

The timer beeped. A slow smile spread across Stein's face as he swiftly filled a vial with the antidote. Slipping it into his pocket, he made his way across the laboratory and out the door.

* * *

Three minutes. It had only been a minute since Maka last looked at the ornate timepiece, but time seemed to be moving like molasses. Kid was steadily losing more color as his life bled away before her eyes. Maka could feel his soul weakening. She had been wrong. He wouldn't live. Stein hadn't returned in time to save him. Hot tears streamed down her cheeks, blurring her vision. How could this have happened? How could he be dying? It wasn't fair!

Suddenly, Maka perked up. Her ears, sensitive from constant training, had detected the sound of quick footsteps coming up to the house. Could it be? Did Stein make it in time? She heard the front door slam open and someone racing down the hall. That someone entered the room at lightning speed, glasses flashing. Maka stood and hastily stepped into the hallway to allow Stein room to work. She leaned her back against the wall, and wiped away her tears. If Stein had arrived, it meant he had an antidote. She allowed herself a small smile. Was it possible? Was Kid really going to live?

It felt like ages before Stein emerged from the room. Maka looked up at him hopefully. She hesitated, then asked in a trembling voice, "Is-is he going to be okay?"

Stein gave a sardonic smirk that successfully masked any anxiety that had shown on his features. "Did you really ever doubt me, Maka?"

Maka smiled, again feeling tears in her eyes. These tears, however, were tears of joy. Kid was alive…Kid would _stay_ alive! She pushed herself to her feet and bowed to Stein. "Thank you! Thank you so much!"

Still smirking, Stein nodded at the thanks. "Just make sure to monitor him and call if anything happens." With that, he strode down the hallway and out into the night.

Maka raced back into the living room. She noticed fresh bandages across Kid's wound. The bandages were white as snow, unblemished by the blood that had been flowing mere minutes before. Some color had returned to Kid's face. He was still pale, but then, he was _always_ pale. His breathing had returned to normal. Maka let out an exhilarated laugh. Her shoulders shook with relief as she sank into the seat next to him and clasped his hand. She vaguely noticed Liz and Patty (no longer in weapon form) enter the room. However, she failed to notice a small black spider scurry down from the corner of the wall and out of Gallows Mansion.

* * *

Arachne paced across the floor of her throne room. She was awaiting news from her scouts. After Soul had banished her from his head, he'd decided to be _noble_ and try to atone for the fact that he'd nearly killed Death the Kid. Now, Arachne was concerned. The reaper's death was not as certain as before. She had been positive that the boy could never survive, but it was just possible…

She cocked her head to one side as her scout spoke directly into her mind. 'Spoke' was not the correct word to describe this form of communication; the scout was actually sending word of the events that had transpired in the form of pictures. Arachne cursed. The shinigami was alive. All thanks to Soul Eater. Something would have to be done about that insolent brat. Everything would have gone according to plan if not for him. So now, Arachne had two people she had to kill. Soul Eater Evans and Death the Kid. And she would make sure they both died. It would be so easy to get to them. Chivalrous men would do anything to save to woman they loved. Luckily for Arachne, they both loved the same girl.

* * *

**I am SO SORRY that this took so long. I had a reason, and if any of you read "Not Forgotten," you'll know what it is, but I'm still sorry. So yes, this chapter is FINALLY out.  
**

**Nothing much to say about it, other than I actually really enjoyed writing this chapter for some reason. I dunno why. On a side note, if you ever encounter a recluse spider, RUN AWAY. They are nasty little buggers, and among the most venomous spiders in the world.  
**

**Anyway, hopefully chapter 15 will be out next week! Thanks for the continued support and please keep reviewing! -AngelOtaku121  
**


	15. Chapter 15

Sun was streaming into the house when Kid finally woke up. He blinked in confusion at the harsh light and took in his surroundings. The black and white clock. The broad television. Why on earth was he sleeping in the living room? His gaze traveled farther around until they came to rest on a figure. She was slumped in a chair next to him, her breathing deep from sleep, her blonde hair loose and falling into her face. Maka. In an instant, memories came flooding back. The library. The kiss. Fighting Soul. Flying home. He couldn't remember anything after telling Liz to call Maka, but he assumed she had done so. But what of Soul? Was he still out there? And had he killed anyone else?

As if on cue, Kid's gaze lit on the doorway. Someone was passing by, and the bright white hair and crimson eyes were unmistakable. Kid bolted upright, letting out a gasp as a lance of pain shot up his torso. The inhalation went unnoticed by Soul, but it was sufficient in waking Maka. The meister jolted awake. Upon seeing Kid, her emerald eyes filled with tears. She flung her arms around the reaper, careful not to hurt him.

Sobbing with relief, she exclaimed, "Kid, you're okay!"

Kid smiled gently at Maka and returned the embrace. "Of course I'm okay, Maka. I'm just glad that you're safe."

Maka pulled away from Kid, beaming up at him. "Oh!" She exclaimed suddenly. "I'd better go and get Liz and Patty! They'll want to know that everything's alright." With that, she rushed from the room.

Of course, all of the commotion had attracted Soul's attention. He walked up to the doorway, but hesitated to continue through it. He met Kid's level stare with a tentative glance, as if afraid of being reprimanded. Or attacked. That may have been a possibility, if not for the fact that Kid was in no condition to do so. In addition, Kid realized that whatever had happened was not entirely Soul's fault. He'd seen the turmoil that Soul's soul had been going through. Whatever had happened, it hadn't been pleasant.

The silence stretched until the tension was almost palpable. Soul may not have been fully in control of his actions, but Kid wasn't ready to forgive him just yet. Soul was the first to break the deafening silence.

"I'm sorry, Kid. What I did was totally uncool."

Kid let out a disbelieving laugh. "'Uncool' hardly covers it."

Soul winced. He nodded and hung his head in remorse. "I know."

At Soul's obvious distress, Kid relented. Anger and curiosity battled within him, but the inquisitiveness won. At length, he said, "Am I correct in assuming you have regained full control of your mental state?"

Soul winced again, but raised his head. He looked relieved that Kid wasn't unforgiving. "Yeah," he answered, stuffing his hands into his pockets. "Arachne's gone."

Kid perked up, suddenly on alert. Arachne? The very notion seemed ridiculous. Hadn't Maka mortally wounded the witch less than a month ago? That left two options. Either Arachne was far more powerful than anyone had anticipated, or Soul was lying. If Kid was perfectly honest with himself, he hoped the latter was true. Soul's betrayal would have been a much slighter problem than the one that now presented itself. Kid could sense that Soul spoke with absolute conviction. However, if Arachne was powerful enough it infiltrate and control a person's mind, then she was most likely strong enough to launch an attack on Death City. He had to warn his father!

Kid struggled to his feet, ignoring the pain that shot through his side with each motion. Soul's eyes widened and he took a step forward.

"Kid, stop! It will be really uncool if you hurt yourself!"

Kid's glare was like ice as he responded, "Have you informed anyone else about the heretic witch?"

Taken aback, Soul responded with a noncommittal grunt that Kid took as a 'no.' Kid shook his head in exasperation and posed a different question. "Has my father been informed of my condition?"

Again, Soul responded in the negative. This piece of information didn't particularly trouble Kid, but if his father had been informed, then he would have known something was amiss and could prepare for it. Now, however, Lord Death had no idea that the city and its inhabitants might be in danger.

Kid was about to stride past Soul to contact his father when Maka returned with Liz and Patty in tow. Liz saw Kid and immediately rushed over, giving him a hug before herding him back onto the couch. She flashed a dark look at Soul, as though he had forced Kid to stand. Liz looked down at the reaper, placing her hands on her hips.

"What on earth do you think you're doing?! You can't be walking around in your condition!" she exclaimed.

Kid smiled slightly up at his weapon before answering. "I need to contact my father. He needs to be informed of Arachne's restored power." He shrugged, wincing slightly in pain as he did so. "Unless you've already done so."

Liz shook her head. "We can't seem to reach him. It's like our mirrors don't work."

"And as such," Kid said, "I must go to the Death Room to inform him."

Liz opened her mouth to reply when Maka cut in. "Absolutely not!" The blonde stalked over to stand next to Liz, mimicking the taller girl's stance. "You are in no condition to go _anywhere_. I can go to the Death Room. _You_," she continued, giving Kid a 'no-nonsense' glare, "will stay here."

Kid began to object when he was cut off by Patty. She bounded over and stood next to Maka. "She is right, you know," said the younger Thompson with uncharacteristic sagacity. "If you tried to go to the Death Room, you'd only hurt yourself, and all of our hard work and worry would have been for nothing!"

Liz smirked as Patty wandered off, muttering something about disobedient giraffes. "The Great Patricia had spoken," she said. "You aren't going anywhere."

Kid sighed in defeat. "Fine. But please be careful, Maka." He looked up at the meister. She smiled gently down at him, her eyes sparkling.

"I'll be fine; I promise!" With that, she turned on her heel and left the room.

* * *

Arachne chuckled and turned to Mosquito. "Apparently the reaper child believes we plan to launch a full attack on Death City, and that his father must know immediately. Excellent work, Mosquito. The idea to block transmission through the mirrors was genius."

Mosquito bowed. "It was my pleasure, my lady."

The witch smirked and began to walk towards the exit. "Now, Maka Albarn is traveling alone through the streets of the city. Come, Mosquito. We must pay her a visit."

* * *

**I was actually on time with this one! Yay!  
**

**So, I realized I have totally been neglecting this, but I DO NOT OWN SOUL EATER! There, I did it.**

**Thank you to XStrawberryDuckFeathersX for FINALLY pointing out that I've been spelling Blair's name wrong this entire time. Why did no one else tell me?! Oh well. When I get a chance, I'll go through and fix that.  
**

**Also, if you like this story, I would recommend reading "Time Heals All" by TiffaChan. It doesn't have a lot of reviews, and it is a SoMa, but the premise is somewhat similar to this (and I would assume it is also similar to the Tortured Soul series, but I haven't read those yet). So go check it out!  
**

**Anyways, thanks for your continued support! Please keep reviewing! -AngelOtaku121  
**


	16. Chapter 16

Maka walked away from Gallows Mansion at a brisk pace, intent on returning as quickly as possible. She knew that Lord Death must be notified of the possibility of a coming attack, but she was still worried about Kid. What if something happened in her absence? Of course, the worry was completely unfounded. Kid would be perfectly okay, especially with the Thompson sisters there to look after him. However, this knowledge did not completely alleviate her concern, or her resolve to get back to Kid as soon as her message was delivered.

Thinking back on all of the events that had transpired, it almost seemed like a dream. Maka could nearly convince herself that Kid's grievous injury at the hands of her partner had been nothing more than a figment of her imagination. Unfortunately, the past couldn't be written off as imaginary, and Maka knew that she would never be able to completely trust Soul again. If he was susceptible to the madness of the black blood _and_ a witch's influence, who knew what else might lay claim to the scythe's mind? Maka shook her head sadly and wished she could turn back the clock to a time when life was simpler. They had survived Asura's attack, but there was always the constant threat of witches and kishin. Only when the world was entirely rid of the evil of human nature could it be completely safe.

Maka sighed and cast her gaze up into the cerulean sky. The sun seemed to be laughing at her, as though it was privy to some cosmic joke that she had yet to encounter. Perhaps it was more of a friendly laugh, sharing in her relief at Kid's recovery, but something about the toothy grin seemed sinister. An involuntary shudder ran through her.

_Everything is _fine,_ Maka!_ She chided herself. _There is nothing to worry about._

Maka cut between two houses in attempt to reach the DWMA more quickly. She had been too busy trying to interpret omens of doom to notice that one of the yards was in the process of being watered. She stepped onto the lawn and was suddenly doused in icy liquid. The water had an almost perfumed scent, as though something was mixed into it, but Maka dismissed the thought. It was probably just a new form of fertilizer, anyway.

She sprinted through the yard, trying and failing to protect herself from the frigid spray. By the time she was out of the sprinkler's range, she was thoroughly drenched. Cursing under her breath, she stepped off the main road into a side alley to assess the damage. Her black coat was completely sodden, so she shrugged it off. The sleeves of her white shirt were also damp, and she could feel the water settling onto her arms. Her hair was soaked.

There was nothing she could do about the water at the moment, other than hope the sun would dry it off. She couldn't let it deter her from delivering her message to Lord Death. She took a step toward the mouth of the alley, when she suddenly sensed something that made her stop cold. It was a witch's soul, not even five feet from her, in the dense shadows at the back of the alley. However, it wasn't just any witch. Maka _knew_ this soul. And the silky voice that emerged from the shadows only confirmed her suspicions.

"Maka Albarn. How fortunate it is that I stumbled upon you in my first visit to Death City."

* * *

Liz glared at Kid in exasperation as he continued to pace the living room. Try as she might, she could not get him to sit still. The shinigami had insisted that walking around would ensure that his muscles didn't stiffen as they healed, and that he would be in no danger of reinjuring himself. Liz knew that Kid was right, but that didn't mean she wanted to admit it. Her instinct was to protect him, and how could she do that if he persisted in disobeying her?

"Kid, if you hurt yourself…" she began.

Kid sighed and responded for the umpteenth time, "I'm not going to hurt myself. I'm just worried, that's all."

Soul snorted. "Dude, Maka's not going to get hurt just going from here to the DWMA."

Much as Liz agreed with Soul, she was peeved that he had the audacity to be condescending to her meister. She was about to respond with a scathing comment about how Kid _shouldn't_ have gotten hurt walking from the library to Gallows Mansion, but held her tongue as Kid's head snapped up, his eyes widening.

"Kid? What's wrong?" Liz questioned.

Kid shook his head in mute horror. "It can't be…" he breathed.

Now, Soul was interested too. "Can't be what?"

Kid looked at Soul, and responded with dread, "Arachne is in Death City."

* * *

Maka whirled around to see Arachne stepping from the shadows, accompanied by Mosquito. The heretic witch laughed.

"Poor little meister," she said. "All alone without a weapon."

Maka smiled grimly. Arachne was nearly dead during their battle with the kishin, and would have no way of knowing that Maka was not as helpless as she seemed. After the discovery of her ability to turn into a weapon, Maka had worked incessantly until she perfected the skill. She could now wield herself with nearly the same dexterity as she could wield Soul.

Maka extended her arm and willed a blade to emerge…but nothing happened. She tried again with increasing panic, but her arm remained solid flesh. She looked up to see Arachne smirking.

"Is your weapon form not working, my dear? Pity…."

Maka's voice shook with fear and rage. "What did you _do_?!"

Arachne waved her hand dismissively. "Oh, I just formulated a concoction of venoms that make it impossible for a human to transform into a weapon." She shrugged. "I just hope those nice people don't mind me mixing it with the water in their sprinkler system."

The words registered in Maka's mind, but it took a moment for them to fully sink in. In her haste to get to the DWMA, she'd run through the sprinklers. When the venom came in contact with her skin, it nullified her ability to turn into a weapon. The ramifications of this hit her. She was, essentially, helpless. She was brave, but she didn't think that single fact would be able to destroy the witch as easily as it had destroyed the kishin. The kishin was fueled by madness and blinded by evil and cowardice. Arachne was different. She was cunning, and would certainly be able to defeat one lone meister. Despair started to build within Maka.

_No!_ She thought. _ I will _not_ give up!_

Maka hated to admit it, but she needed help. However, Arachne didn't have to know that. If Maka could buy herself enough time...

Maka smirked. "You think they'll just leave me here? Kid will sense you. And you think he and Soul will just leave me here to die?"

Arachne smiled evilly. "Oh no, my dear. I certainly hope they come. In fact, I'd rather enjoy it."

* * *

**Hey guys! Sorry this took longer than expected. I do try to update regularly, but sometimes the time gets away from me and...yeah. But here's chapter 16 (finally!)**

**So the big fight is next chapter (and possibly in subsequent ones too, depending on how long and epic it is). Actually, I've never written a fight scene, so I'm not sure how well this will go. Just bear with me!  
**

**Anyway, thanks for reading and please keep reviewing! -AngelOtaku121  
**


	17. Chapter 17

"What?!" bellowed Soul, pushing off the wall he was leaning on. He paled, his pupils dilating in fear. _Arachne_ was here? But he'd just gotten rid of her! He thought he'd actually be free of the heretic witch. Of course, life rarely worked out as expected. He looked at Kid with a slightly panicked expression on his face. "How is that even possible?!"

Kid shook his head. "I don't know," he said urgently, "but she's found Maka. Their souls are too near to each other to be a coincidence." He started toward the door, and then turned back. "Are you coming, Soul?"

Soul nodded mutely and began to follow. The boys were through the door before Liz recovered her ability to speak.

"What are you doing?!" Both turned around, shocked at the weapon's outburst. Kid was the first to find his voice.

"What do you think we're doing?" Kid asked, incredulous.

Liz visibly fumed. "I know _exactly_ what you're doing! You're going after Maka! You're going to confront Arachne!"

Soul looked at Liz in disbelief. Could she really be trying to stop them? "So?" he asked bluntly.

"So? _SO_?! It's _you_ she's after! Both of you! That's why Arachne is here! Do you have a death wish? If you go, Arachne will _kill_ you!"

Kid just stared at his tall, blonde pistol. He knew she meant well, but he couldn't just sit here! "Liz, please! If we _don't_ do anything, Arachne will kill Maka!"

Liz looked at them. If Kid left, she had no guarantee that he would come back alive. A few hours ago, she had thought she'd never talk to Kid again. If her meister ran off to confront Arachne, it was quite possible that he wouldn't come back. If Kid died, even if Soul died, Liz would be devastated. Perhaps Maka wasn't Arachne's target, and it _was_ just a coincidence. Liz spoke once more, desperation creeping into her voice. "Maka won't die! There's a possibility that Arachne isn't even after her!"

Kid looked at Liz with a mixture or pity and determination. He knew why Liz wanted him to stay, but he _couldn't_. If something happened to Maka…

"Liz," he said, gently yet firmly. "There's also the possibility that Arachne _is_ after her. I can't take that chance. I have to do this."

Kid turned away from Liz and proceeded to walk briskly down the hallway, Soul in tow. He had thrown open the front door and was about to summon Beelzebub when Liz's voice stopped him.

"If you're going, we're going too."

Kid turned to see the Thompson sisters standing in the hall behind him. He was grateful, but this wasn't their fight. Arachne wasn't after them, so they needn't be caught up in a fight unnecessarily. Liz sensed his reluctance and smile grimly.

"Do you really think we'll let you fight weaponless? It didn't work against the clowns, and it certainly won't work now. We're _coming._"

Kid smiled slightly at Liz's insistence. Truthfully, fighting Arachne would be much easier with weapons. He just had to make sure they weren't hurt during the battle. "Very well," he replied.

Summoning Beelzebub in a flash of purple energy, he turned to Soul. "You're going to have to ride behind me on Beelzebub. It's the fastest way."

Soul nodded resolutely. He stepped onto the skateboard as Liz and Patty transformed and flew into their meister's hands. Beelzebub rose into the air and they flew off toward the heart of Death City.

* * *

Kid landed Beelzebub slightly away from where he sensed Arachne and Maka's souls. If they rushed in blindly, they could make the situation worse. Kid could hear voices echoing from an alleyway adjacent to where he'd landed. Gripping his pistols, he motioned for Soul to remain silent. The boys crept to the mouth of the alleyway. Kid peered around the corner.

Arachne and Mosquito were standing side by side, across from Maka, whose back was to Kid. As Kid watched, Arachne stepped closer to Maka, her face glowing in triumph. Kid could finally hear the words being spoken.

"Maka, my dear, what will you do when they die? When you know it's your fault?"

Kid processed this information. Liz had been right in her assumption. Arachne was using Maka as bait for him and Soul. Even if this was meant as a trap, the fact remained that Maka was still within the witch's grasp. Try as he may, he could not currently formulate any solid plan of attack. He turned his attention back to the scene before him.

Maka glared at the witch in defiance. "They won't die. You won't win!"

Arachne stepped closer. "Dearest Maka, is there any way I could possibly lose?" She reached out and twirled one of Maka's pigtails, toying with her. "You will all die."

Kid abandoned all thought of attempting to plan. He had to act; he couldn't let Maka remain helpless against the witch any longer. It was obvious that something was preventing the use of her weapon form, or Arachne would not look nearly as smug as she currently did.

Quietly, Kid stepped into the alleyway, guns pointed at Arachne. Coldly, with deliberate slowness, he growled, "Don't touch her."

* * *

Spirit was having tea in the Death Room when Lord Death shot to attention, cocking his head to the side. A look of concern and concentration crossed his face as he stood. Spirit looked at the shinigami.

"Lord Death," he inquired, "What's wrong?"

"Arachne." The reaper stated simply. "Come Spirit. We must dispose of the witch immediately."

Spirit continued to sit, bewilderment apparent on his features. "What is Arachne doing here?" he asked, not yet grasping the severity of the situation.

Lord Death shrugged. "That is unimportant. What we must do now is destroy her before there are any unfortunate consequences. Now-" he broke off, consternation written across his face. "Oh dear."

Spirit, who was unable to sense souls, was utterly bemused. "What?"

Lord Death began to speak, but was cut off by the appearance of Stein, who raced into the Death Room with Marie in hand. Sid and Nygus followed close behind.

"Lord Death," Stein began urgently. "It seems as though the entirety of Arachnophobia has just entered Death City!"

* * *

**Wow, I did not mean to take such a long hiatus from this! I got caught up in the school musical and the end of the quarter and...yeah. This took a really long time :/**

**Well, I certainly do hope you like this. I know I said this would be the fight, but I didn't have time to write the fight out yet, and I realized this segment had to be in there, so (hopefully) it will be next chapter.**

**Also, I don't know if witches can use Soul Perception. I looked on the wiki and found nothing about it, so that's why Arachne couldn't sense Kid and Soul.**

**So, this is kind of an AU. I've had several people ask what world this is in. I've yet to read the manga, so if I put in exclusive manga content, I didn't mean to. This is mostly based on the anime, with the exception that Arachne survived (and I stated how in previous chapters). So, I hope that clears up some confusion.**

**Enjoy and please keep reviewing! I appreciate all of them! -AngelOtaku121**


	18. Chapter 18

Spirit leapt to his feet. "Arachnophobia?!" he exclaimed. "How is that possible?!"

Stein shook his head, slightly dazed. Arachne had somehow managed to formulate a grand scheme without alerting any of the authorities of Death City. The witch was brilliant, he had to admit. Brilliant, just like her sister was. "Never underestimate a witch," he muttered.

"Sir!" Sid broke in impatiently. "Arachnophobia is some sort of distraction. Arachne herself is here, and this is her way of ensuring we are otherwise occupied."

Stein mentally cursed himself. Sid was right, of course. Arachne was still after Death the Kid. She would have known about his survival. Stein had meant to tell Death about the events of the previous night, but had been distracted by the horde of malicious souls approaching the city.

"Hmm, yes," Lord Death was saying when Stein's focus was again on the conversation. "Though what I must wonder is _why_ Arachne is here."

Spirit rolled his eyes. "It's probably another crack plot for revenge." The scythe shook his head mockingly. "It's not like they ever work."

"Don't take this so lightly, Spirit!" Stein said sharply, taking the Death Scythe by surprise. "'Crack plot for revenge,'" he echoed. "That's _exactly _what this is."

Death peered at Stein. Normally, the silver-haired meister was calm and callous, so the passionate outburst was rather shocking. "Can you elaborate?" the shinigami inquired.

"She's after your son." Stein replied bluntly. "She thinks she can get to you through him. And she can get to him through-" he cut himself off. If Spirit knew Maka was in danger, he would rush blindly to Arachne and endanger everyone. However, he didn't need to tell Death who Arachne was using as bait. The death god could sense the souls just as well as Stein could.

Lord Death nodded sagely, but concern and fear for his son were apparent on his features. He was tempted to rush off to Arachne, but Arachnophobia posed a bigger threat to the inhabitants of the city. _His_ city. Death's duty as a parent and his duty as the protector of the citizens were battling for his attention. He knew that there were thousands of members in Arachnophobia, and that he would be needed in order to ensure victory. If they had more Death Scythes, it would be different, but the others had gone back to their respective homes after defeating the kishin. In addition, most of the DWMA students were away on missions and would be unable to return in time to help. But if something happened to Kid…

Stein sensed Death's hesitation. He knew that the reaper wanted nothing more than to rush off and save his son. However, if Lord Death didn't fight against the oncoming mass, the city was sure to be overrun. Arachne had planned everything perfectly.

"Sir," Stein said, pulling the shinigami from his reverie. "I think you'll just have to trust that Kid knows what he's doing."

* * *

"Don't touch her."

Arachne grinned slowly as the words reached her ears. The boy had come. He probably knew that he was the target, but he'd come anyway. "Love" had driven him to risk his life. Such a useless emotion, love was. Love was childish-foolish-and had led to the deaths of far greater and more powerful men than the young reaper that stood before her. Arachne knew she would enjoy this far more than she ought to.

Arachne took in the boy's appearance. He looked unkempt, with mussed hair. The Lines of Sanzu stood out, stark white against the jet black of his locks. A determined fire burned in his eyes. Arachne longed to douse that flame. Reapers thought themselves above everything, invincible. Breaking Death the Kid would give her such a satisfaction.

Arachne gave Kid a sickeningly sweet smile. "Are you going to shoot me, little reaper?"

Kid drew a breath to reply. Before he had a chance, Arachne had gripped Maka by the arm and spun her around so that she faced Kid. The meister now served as a barrier between the witch and Kid.

"Go on, Death the Kid!" Arachne cackled, tightening her grip on Maka. "See how many bullets she takes before you hit me even once!"

Kid froze, thinking quickly. Obviously, he wouldn't be able to fire at Arachne without endangering Maka. However, the longer this standoff lasted, the more danger they were all likely to be in. Kid could see Mosquito behind Arachne, waiting for instructions; he could sense the horde from Arachnophobia bearing down on the city. Arachne had orchestrated this plan perfectly, but every composition had its flaws. Kid just had to make sure he found one before Arachne injured Maka. He'd discussed a tentative plan with Soul on the way here, if this type of situation were to arise. If only Arachne would let go of Maka…

"You see, little reaper," Arachne continued, delighted by Kid's hesitation to shoot. "You can't possibly hope to defeat me. I have planned everything to the minutest detail. There are no flaws. Your survival proved a minor setback, but, given the opportunity to plan anew, I realized what a foolish plight it had been. I promise, this time, you will truly meet your demise. All of this," she let go of Maka, spreading her arms in a grandiose gesture to the city, "Will be mine. And you will all be gone."

Kid was no longer listening. As soon as Arachne had removed her hands from Maka's arms, he'd glanced slightly toward the rooftop directly above Maka. The blonde meister saw Kid's glance and smiled. Knowing that Arachne couldn't see her face, she let her eyes search the roof until she caught sight of a shock of white hair.

Kid met Arachne's triumphant stare and smiled grimly. "You're absolutely certain that your plan is flawless? Would you be willing to bet your life on that?"

Arachne's face contorted in confusion. In that moment, Soul leapt from the rooftop, transforming in midair. Maka caught the scythe deftly, twirling it in her hands. She turned, catching Arachne by surprise, and delivered a clean swipe to the witch's abdomen. Unfortunately, Arachne had sprung backward once she realized what was happening, and the blade barely hit her. Even the shallow blow was enough to make the heretic witch stumble back as crimson blood began to drip from her wound. She snarled, all trace of humor gone from her face.

"Very well," she hissed, black magic crackling between her fingers. "Let the games begin."

* * *

**I was (sort of) on time with this chapter! Yeah!  
**

**I don't particularly like the beginning of this chapter, but I am kind of proud of the ending :) If anyone has any suggestions on how I can fix the beginning (I'm not really sure what's wrong with it, but I hate it), I'd really appreciate them!  
**

**Thanks to everyone who has followed, favorited, or reviewed! -AngelOtaku121  
**


	19. Chapter 19

Maka's hands were burning. She could feel the skin of her palms searing as she leapt back from Arachne, the scythe arcing wide. The pain was intense, and she knew the only way to relieve it would be for her soul to be in resonance with Soul's. Maka _knew_ that, but knowing and doing were two different things. Partnerships and resonance links were founded on trust, and Maka no longer trusted Soul. How could she after the atrocities he'd committed? She'd trusted him enough to save Kid's life, but the faith on which she and Soul had founded their relationship was shattered. And trust, once gone, was extremely hard to get back.

Maka could hear Soul muttering curses under his breath. He too could sense that their souls were completely and hopelessly out of sync. With their souls so entirely at odds with one another, trying to establish a stable resonance could be detrimental to their health. Regardless of the hazard, Maka knew they had to try. She couldn't abandon Kid in this fight. She had to work through the pain and help Kid defeat Arachne, whatever the cost.

Behind them, Kid could sense the turmoil developing between their souls. Worry creased his face. If Maka decided to attempt resonance with Soul, it could kill them both. In his panicked frenzy to save Maka, he hadn't realized that her soul would now be completely off from her partner's. He'd only had one thought on his mind, and that had been getting to Maka before Arachne hurt her. He'd had every intention of saving her from the witch-and he would, no matter what. This was a dangerous game that he could not afford to lose.

It was as though Arachne could read Kid's mind. Cackling, she crooned, "Having second thoughts, are we, little reaper? Finally realizing that your plan is hopeless? After all, your deaths are inevitable." She smirked.

"It is _not_ hopeless!" Maka yelled furiously. She shook her head and smiled grimly. "All these clever words, Arachne, but no action. Could it be that you're afraid to fight us?"

Arachne's face twisted in rage, and she laughed maniacally. "_Me? _Afraid of _you_? You foolish, foolish girl. I will relish your destruction, and let my spiders feast upon your corpse!"

With another laugh, Arachne shot a bolt of black energy at Maka. The meister jumped to the left and the bolt flew past her, hitting the alley wall with enough force to send bricks crumbling to the ground. When the dust from the falling masonry cleared, Maka saw eight piercing red eyes staring at her from within the hole in the wall that the bolt created. Dread coursed through her veins as a massive, eight-legged beast emerged from within.

The spider was enormous-nearly twice as tall as Maka. Its massive, hairy legs ended in razor edged tips. Fangs protruded from its mouth, dripping clear liquid. As the liquid hit the ground, it sizzled, burning away the asphalt like acid on metal. There was no doubt that if that venom was to hit Maka, it could mean her death.

The monster lunged, bearing down on Maka. She slashed at it, but it swerved out of the way with impossible speed. She turned, scythe blazing, and caught the brute across its right foreleg, completely severing the limb. With a clicking hiss, the spider scuttled backward, but Maka knew it was more annoyed than injured. She'd seen common house spiders move easily with no more than half as many legs, and had no doubt that a monster conjured by magic would have twice as much durability. She gripped Soul more tightly, heedless of her hands' protest. The impact of the scythe with the spider's leg had caused their souls to be even further from resonance. She could feel Soul panicking, indicating that he must have felt it too. How could touching this monster have caused further separation between their souls? Unless…

Unless this spider was driven by madness. Soul's mind was far more susceptible to madness than Maka's was, so contact with the spider affected him far more and far more quickly than it affected her. She had to end this quickly, or Soul may be consumed by the madness again, just like he was during the battle with the kishin.

The beast lunged again, gnashing its fangs and spraying clear venom around. The droplets glittered like rainbows in the sunlight as they fell, hitting the ground with a hiss. Maka dodged the spray and slashed again at the spider, taking off two more of its legs. Enraged the creature lashed out with a remaining leg, catching Maka in the arm. The serrated edge of its limb tore through the thin cotton of her shirt, and then through her skin. Blood poured from the gash as Maka leapt backward with a cry.

"Maka?! Are you alright?!" Soul shouted, concern coloring his voice.

She closed her eyes briefly and exhaled, tearing her mind from the thought of the scarlet stain quickly spreading across her sleeve and the agony in her hands. "I'm fine, Soul," she said, steel in her voice. "Just focus. I don't know how much longer we can keep our souls linked like this, so we have to finish this quickly."

Maka looked back at where the spider had been, only to discover it missing. Where could it have gone?! She turned her head frantically from side to side, then, with increasing dread, tilted her head back and looked straight up. A shape was huddled on the wall above her. As she watched, it detached itself from the wall and dropped straight down. It would have landed directly on top of Maka, had she not rolled to the side. She twisted to her feet and swung the scythe in a clean arc, slicing through the spider's abdomen. With a pitiful screech, the spider collapsed and dissolved into wisps of black smoke.

* * *

When the spider had first emerged from the wall and attacked Maka, Kid started to run forward to help her. However, she quickly injured the monster, proving herself to be quite capable of killing the arachnid on her own. In addition, Kid knew that no matter how many spiders they killed, Arachne would just conjure more. That's why he decided to trust that Maka could defeat the eight-legged fiend, and instead skirted around the battle toward Arachne.

Arachne had been lounging against the alley wall, watching the spider attack Maka with glee. Soon all of these pesky children would be dead, and Arachne would finally have her revenge. Lost in thought, Arachne didn't notice Kid until he fired at her. She barely dodged the bullets, creating a shield of webbed defense between herself and the reaper. Her face contorted into a sneer of hatred.

Kid smirked. "Had you forgotten I was here?"

Arachne gave a twisted smile. "How could I forget you, little reaper? Mosquito," she said, turning her head lazily to the side. "Kill him."

* * *

**This took far too long to get out, and I apologize. Just...life. I'm so busy with sports and school (midterms are next week) that I've hardly been on at all, let alone had time to write chapters. I've known what I wanted to write for some time, it was just a matter of having the time to sit down and get it all on paper. Still, didn't mean for it to take so long :/**

**So yeah-battles and stuff! Suspense, action, violence...that chapter was actually really fun to write :) **

**Please let me know what you guys think! I really appreciate you guys sticking with me :) -AngelOtaku121**


	20. Chapter 20

"Kill him."

Mosquito grinned widely at the words. The brats before him had caused him much grief during the battle for Brew, and it was due time he repaid them for it. Fortunately, the scythe meister was preoccupied with the conjured spider, so she would be unable to help Death the Kid. Mosquito was well aware that the teens had only beaten him on that island because their souls had been in perfect resonance. In addition, the third pair was not with them, meaning that even if a resonance link was established, it would not be nearly as powerful as their previous one. It was quite simple, really. The children had taken him by surprise before; they would not do so again.

Mosquito cracked his knuckles menacingly, baring his teeth at the reaper. He would utterly defeat this slight boy's spirit, and make him beg for mercy before finally killing him. It would be wonderful-invigorating, even-to have Lord Death's own son brought so low. Mosquito knew he had to make the child fear him like nothing he'd ever feared before. Only then could he utterly crush his opposition. The thought was unbelievably satisfying.

So here came the choice. What form would Mosquito use against this boy? His form from one hundred years ago was decisively obliterated during the battle for Brew, but that still left many options. He could probably defeat a normal human with his form from two hundred years ago, when he was at his fastest, but Death the Kid was no ordinary human. The boy was probably just as fast, if not more so, due to his lineage. Well, it couldn't hurt to try. Even if the reaper managed to deal irreversible damage, Mosquito could just transform again.

"And now, the pawn engages in battle with the bishop. So, boy, are you ready to meet your end?"

The reaper just smiled grimly, raising his weapons. "I'm afraid that won't be possible. I won't be meeting anything of the sort by your hand, and you'll soon find that I'm more than a mere pawn. But I sincerely wish you luck in trying."

* * *

The bravado that Kid had displayed before Mosquito was far more than he actually felt. Every thought that had run through Mosquito's head had also occurred to Kid, but he was determined not to show any sign of weakness. He could defeat Mosquito; he had to.

Mosquito cackled at Kid's response to his taunt, grinning madly. "Well, then," he replied, "Prepare to meet my form from two hundred years ago!"

The cool smile still remained on Kid's lips, but it was becoming increasingly more difficult to maintain the outward calm. Mosquito's limbs began to lengthen, becoming thin and insect-like. His spine elongated so that he was crouching on all fours, and his nose extended dangerously. The form looked ridiculous, but Kid had no doubt that it was extremely deadly.

Mosquito crouched before Kid, an evil smile curling around his lips. He could sense Kid's growing apprehension, and relished it. With a dangerous gleam in his eyes, he proclaimed, "Are you feeling quite as brave now, reaper? This is the form I used when I was at my fastest and my nose was at its finest."

Kid began to feel more at ease. If speed was Mosquito's only advantage, then he was sure that he could match his insectile adversary. At least this form didn't appear to have the same brute strength as the last.

Kid's confidence lasted until Mosquito lunged. Kid knew his enemy would be fast, but he had never expected the darting speed that this new form possessed. Surprised, Kid barely managed to leap out of the way of the onslaught as Mosquito barreled past him. He expected Mosquito to be forced to stop and turn at the close alley wall, but was surprised again. Mosquito instead ran up onto the wall, using it to gain momentum. He then swung around and lashed out at Kid again, this time slightly grazing Kid's chest with his nose before Kid was able to dodge. Kid barely felt the shallow laceration, ignoring the blood and instead concentrating on Mosquito's next attack.

"Had enough yet, boy?" the latter taunted as he scurried up the opposite wall. Kid's only response was to grimace and tighten his grip on his pistols.

Taking that action as a negative, Mosquito again struck at Kid. However, Kid was no longer taken off guard by his adversary's agility and sprung straight over Mosquito, sending a shower of bullets onto him. Mosquito howled in pain as he turned back around, anger sparking in his eyes. He lunged again, allowing Kid a perfect opportunity.

Though this form may be fast, Mosquito was required to fight on all fours in order to properly achieve maximum potential. If Kid could get in close enough, Mosquito would not be able to counter an attack. Stepping directly into Mosquito's line of attack, Kid braced himself, ignoring the fact that Liz was literally screaming at him to get out of the way.

Mosquito face lit with triumph as he spun himself back around, already advancing swiftly on Kid. He probably thought that Kid was suicidal and accepted defeat, which was hardly the case. But Kid preferred to let Mosquito underestimate him; it would make it far easier to surprise him.

Time seemed to slow as Mosquito lunged directly at Kid. Kid bent at the knees slightly, prepared for the impact. Just as Mosquito was about to skewer Kid with his nose, the latter ducked underneath the attack, sending a sharp elbow into Mosquito's windpipe. He followed this with a fast kick to the exposed abdomen, and a sideswipe at his adversary's head. This unexpected onslaught sent Mosquito reeling.

Taken advantage of Mosquito's current state, Kid smiled and uttered, "Soul Resonance."

He could feel his weapons' approval and confidence. They began to resonate, expanding their wavelength until two massive cannons appeared at the ends of Kid's arms. He smirked slightly at the prone form of Mosquito, who was still struggling to regain his feet, not realizing what was happening. "Execution Mode."

Black and purple energy radiated outward from the trio as their power magnified. "Resonance stable!" Liz called to her meister, her confidence in his abilities growing with every passing second. The two weapons chattered for a few moments more before counting down from three. It was then that Mosquito finally recovered himself enough to realize what was happening.

"NO!" he shouted as Kid brought his arms together, leveling the cannons at his adversary.

Kid chuckled slightly. "Death Cannon."

Mosquito lunged at the reaper, only to be met with a bright burst of energy. He shrieked as he was engulfed in the beam. A cloud of black smoke erupted from the spot of detonation. Kid stepped toward the smoldering heap that had once been Mosquito. He smirked slightly. "Check, Mosquito."

Behind him, Kid could hear Arachne cackling. He whirled around, but the smoke obscured her from his vision. He heard a slight shifting behind him, and Liz gasped. Kid turned back around to see Mosquito struggling to his feet. He was badly burned, with half of his face scorched beyond recognition.

"It seems I have underestimated you, reaper." What was left of Mosquito's lips curled into a smile. "Now, allow me to show you the true meaning of hell." He grinned. "Counter check."

* * *

Maka had been watching the scene unfold with increasing awe. She had been trying with little success to staunch the blood flow from her arm when she became aware that another battle was occurring beside her own. Her eyes widened as she saw Mosquito in a grotesquely elongated form lunge at Kid, who was making no attempt to dodge. She then saw Kid render Mosquito nearly incapacitated, and commit to soul resonance.

As the blast from the Death Cannon began to clear, Maka heard Arachne's cold laugh. If Arachne was happy, that meant the fight wasn't over, and Kid was still in danger! Maka sprinted towards the other battle, only to crash into what appeared to be an invisible barrier.

"Arachne!" Maka screamed, desperately trying to break through. She could see Mosquito's form shifting into the shape of a young man with slicked black hair. His soul was expanding at an incredible rate. Panicking, Maka launched herself at the wall again, ignoring all of her pain. Never had she felt so helpless!

A dark chuckling broke Maka from her frantic pounding, and she saw Arachne standing before her, on the other side of the barrier. "Let me through!" she shrieked.

Arachne smirked. "All in good time, dearest Maka. You'll get your turn. But first we must allow Mosquito to have his fun."

* * *

**Finally got this chapter up! Hopefully the next one will be out sooner, but I'm really in no position to be making promises-sorry!**

**As I've stated, I've yet to finish the manga (I just can't find the time!) so the wiki had to help me out a lot with this chapter. Actually, one of the quotes was taken directly off of the wiki (the one about his speed and nose). I am aware that Kid fought Mosquito with Free when he was in this form, but Free is obviously not here (nor do I intend to include him). So, Kid defeated the 200 year form, and will next battle the 400 year form—without the help of Brew. Ought to be interesting!**

**Some of you may have noticed that I now have a poll up on my profile. I have a couple of different endings in mind for this story, and I am unsure of which one I should pursue. So I'll have you vote! Honestly, I might just write all the endings and post the winner as the real ending, with alternate endings after it. That way, you can read whatever ending you were looking forward to!**

**Yeah chess! I don't really know why I put that in, but I really want this fight to end with someone standing over someone else with a triumphant grin saying "Checkmate." Of course, I'm not telling who will be the victor ;). Anyway, this might have been a bit weird, but from what I could tell in the anime, Mosquito seemed really posh, and it seemed like he would be one to make analogies like that. Kid would just be awesome enough to go along :)****. My apologies if that whole thing bothered you :/**

**So yeah, I suppose that's about it. Thanks for everyone for reading and reviewing (Gods, 200 review already?! You guys are the best!). Hope you enjoyed this! –AngelOtaku121**


	21. Chapter 21

Kid knew he was in trouble. He could feel the blood pulsing slowly from the laceration on his chest, which had turned out to be deeper than he'd initially thought. In addition, the wound that had been inflicted by Soul hadn't been fully healed, and sharp pains were shooting periodically through his side. Fatigue was beginning to weigh down his limbs, a fatigue that he couldn't afford if he was going to survive. Mosquito had several forms to go through. Kid only had one.

Mosquito's crazed grin had been replaced by a suave smirk that made Kid's blood run cold. This form looked like a normal human being, but Kid was sure that the appearance belied its true nature. If, after Kid's annihilation of the two hundred year form, Mosquito could be so confident, then there was no question that this would be a tough battle.

"It seems that your stronghold of confidence is crumbling, little reaper. You have seen not even a shadow of my true abilities." A predatory smile graced his lips, as though he was a spider observing a particularly delicious insect. "This game is nearly won."

Kid let a cocky smirk of his own appear on his face. He spread his feet, evenly distributing his weight and brought up his weapons. He could win this. He had to. "Nearly won, is it? No, Mosquito, the game is still young."

Mosquito shrugged, slipping his hands into his pockets in a gesture of nonchalance. He was acting so calmly, the epitome of confidence. Either it was all a ruse to cause Kid to doubt himself, or Mosquito felt that he had the ability to be victorious. "Think what you will, child, but this is the form from when I was the most numerous."

Most numerous? What the _hell_ did that mean? How could one person be _numerous?_ It wasn't like he could split himself apart, right? That would be impossible! Various possibilities ran through Kid's head, each more unlikely than the last. What could "numerous" possibly mean?

Kid didn't have to wait long to find out. With a vicious smile, Mosquito spread his arms and a wave of darkness erupted from his chest. Kid braced himself, pistols poised, as the cloud of black hovered above Mosquito. Try as he might, he couldn't figure out what was making up the mass. He narrowed his eyes, noting the violent susurrus of wings and the tiny, shadowy bodies. Were those…bats?

Without warning, the mass darted at Kid. He had never seen anything move with such terrifying velocity. Within seconds they were upon him, tearing slits into his flesh. Panicked, Kid sent bullets streaming into the hoard, but to no avail. For every bat he destroyed, another one was there to take its place. There were simply too many to fight in close quarters with naught but two guns.

As suddenly as they came, they were withdrawn, leaving Kid gasping, blood dripping from deep lesions across his body. He watched the bats fly directly into Mosquito's chest, disappearing entirely. Mosquito tipped his head to the side, studying Kid. "Are you ready to concede defeat? After all, you must see that you can't possibly beat me."

Kid grimaced, glaring at Mosquito. He would _not_ give up. If he died, then Maka would be alone to face both Arachne and Mosquito, and he simply couldn't let that happen. Not to mention that Liz and Patty would be left almost entirely defenseless. While their ability to wield each other was useful, it would hardly do them any good against an adversary like Mosquito.

A savage smile played around Mosquito's lips. "I see. That light hasn't left your eyes yet. You still believe that there is some way out. I shall warn you now that there isn't even the slightest possibility that I can lose in this form."

Kid smirked, not letting his façade of composure crumble. "You said something very similar the first time I fought you. 'Tougher than the three of you put together.' Those were your words, correct? How easily we proved you wrong. And I am prepared to prove you wrong again."

A look of pure fury flashed across Mosquito's face. Kid allowed himself to relax slightly. If mere words could shake Mosquito enough to distract him, then maybe Kid stood a chance. However, as he watched, Mosquito seemed to disappear. Within an instant, he was directly in front of Kid, grabbing him by the throat and slamming him against the wall. Up close, Kid could see that Mosquito was more beast than human after all. Fangs glistened in his mouth, and five pupils danced in each eye amidst a maniacal gleam.

Face contorted into a sneer of hatred, Mosquito hissed, "I will break you, Death the Kid. I will show the world how weak reapers truly are. Once I'm through with you, I'll kill your pretty little girlfriend. And you are powerless to stop me."

"Powerless, am I?" Kid spat, ramming his weapons into Mosquito's abdomen and firing eight shots in rapid succession. The suited man was blasted backward into the opposite wall of the alley. With a growl, he rose, dusting off his suit.

"You irksome fly!" he snarled. "I will demonstrate to you how powerless you truly are!"

With that, Mosquito entirely dissolved into bats, which quickly surrounded Kid. He began firing shots into the hoard, but to no avail. There were simply too many bats. But they didn't seem to be attacking. On the contrary, the bats were swirling in a circle around Kid, forming an inky vortex through which Kid could see no openings. A black circle began to appear on the ground, a ring of music notes and the word 'Mosquito' etched into it. Apprehension built within Kid. Whatever was happening, it wasn't good.

Suddenly, the bats began to screech, battering Kid with ultra-sonic waves. Pain racked through his body, pulsating like fire through his nerves. It was like nothing he'd ever felt; he felt like he was being torn apart from the inside out. He could faintly hear screaming and realized it must be his own, but he wasn't conscious of the fact that his vocal chords were engaged. The entire world seemed like a raging inferno, with Kid at its core being burned alive. An even sharper pain in his side indicated that the thin, new skin that had begun to heal over the wound that Soul had inflicted had torn open. Swiftly, the additional pain was lost amidst the pain coming from deep within him. He was going to die. No one could possibly endure this much agony and live. He could feel his mind begin to shut down in self-preservation, turning the world into a darkening haze. Through the haze, however, Kid could hear cold laughter.

"Even if you are a Grim Reaper, in the end…you are only a child. I will enjoy murdering everything you ever held dear."

Mosquito's cold, triumphant voice sparked something within Kid's head. If he died, what would happen to his friends? Maka, Liz, Patty, hell even Soul! They would all likely be slaughtered! He couldn't let that happen! Suddenly, a sharp power coursed through his veins. He could feel it, radiating outward and driving away the pain. Resonance was unconsciously initiated between him and his weapons. Power of this magnitude could only come from one thing: his Sanzu Lines. Kid had been unable to connect any of them since his battle with the kishin, but the first one must have connected; that was the only possible explanation. Suddenly, instinctively, Kid knew how to counter Mosquito's attack. He raised his arms and uttered "Sanzu Fall Shot."

Waves of bullets erupted from his pistols. Bat upon bat disintegrated, clearing gaps in the vortex. Kid continued his onslaught until a majority of the bats had been annihilated. The rest darted away from him, massing together to once again form Mosquito. Kid lowered his arms, pointing his guns at the weakened being. However, he could feel the power already beginning to ebb, replaced by a dull roar of pain.

Mosquito smiled slightly, despite that fact that he'd been gravely injured. He began to stride over to Kid, whom he could see was again in pain. "An admirable effort," Mosquito said silkily. "But it appears that you cannot win after all. There are no moves left to remove you from check. I still have another form, reaper, but you do not. Tell me, boy, do you have any last words?"

Kid glared in defiance at his adversary. He was about to reply when something caught his eye. It was a person dropping from the sky with a weapon in hand. Bemused, Mosquito looked up, just in time to have his head cleaved in half by a wickedly sharp ninja sword. Blue hair spiked and a furious sneer on his face, the new arrival viciously kicked Mosquito's corpse. "Checkmate, bastard."

* * *

**Yeah, I suck at this whole 'updating when I say I'm going to' thing. I just been so emotionally drained these past couple weeks, which has given me writer's block. It's not that I have no ideas, it's just that I don't have the energy to sit down and actually write a chapter. But I'm not just going to sit here and mope about my life-I actually have good news! I'm meeting Todd Haberkorn (DTK), Monica Rial (Tsubaki), Cherami Leigh (Patty), and John Swasey (Lord Death) next weekend! I'm cosplaying as L from Death Note and I am so excited! Todd was my inspiration for writing a new chapter :)**

**Don't forget to vote on which ending you'd like to see for this story! Poll is up on my profile!**

**Yay, Black*Star's back! He was feeling neglected, so I decided to give him so love.**

**As always, thanks so much for reading and reviewing. It really brightens up my day.**

**–AngelOtaku121**


	22. Chapter 22

_~Thirty Minutes Prior~_

"What the hell?!"

The sound of screams assailed Black*Star's ears as he and Tsubaki neared Death City. The pair had been on a mission in Venice when they received an urgent message calling all meisters and weapons back to the city immediately. Granted, they'd already been on their way back. Tsubaki had used the hotel computer to check their voicemail, only to discover two messages in which Liz premonished them to avoid Soul. It was something about him going crazy and trying to murder Kid. It hadn't made much sense, but the clear distress in Liz's voice had been enough to make Tsubaki decide that they needed to return.

As they approached the city, a red glow appeared on the horizon. It was the color of sunrise, but as the sun was currently high in the sky, Black*Star knew that the cause was something far more sinister. The sounds of battle met his ears. Whatever was going on, it wasn't good.

"Black*Star, what on earth-"

Tsubaki broke off as they crested a hill and Death City came into view. Tsubaki drew in a sharp breath. With a sinking feeling, Black*Star stared. Below them, the city was burning.

Frozen, Black*Star took in the nightmarish scene before him. Clouds of dust were rising from an isolated suburban alleyway, but Black*Star's gaze was drawn to the horrific battle. Several buildings to his left were consumed by flame, creating a rampant inferno. In the light of the blaze, a battle was raging. Hordes of cloaked figures swarmed the streets, setting fires and attacking the citizens who rushed outside to avoid the flames. Bodies littered the ground, but Black*Star was too far away to identify any, whether they were friend or foe. He could see a pitiful number of DWMA students and staff trying to combat the encroaching army, with little success. Even Lord Death himself, who, Black*Star could see, was in the midst of the fray, could only do so much against the seemingly endless mass of enemies.

"Black*Star, come on!" Tsubaki shouted, tearing his thoughts and gaze from the horrors below him. She grabbed his hand, pulling him toward the city. "We have to help them!"

Black*Star complied, racing with his weapon toward the scene of destruction. As they passed the first buildings, a figure materialized in front of them. Black*star immediately recognized the black cloak and white cartoon mask. Arachnophobia.

"Tsubaki!" he yelled. "Ninja sword mode!"

Tsubaki's grip tightened, and then he was no longer holding her hand, but the cold hilt of a ninja sword. Before his adversary had the chance to attack, Black*Star slashed upward. The cloaked figure dissipated, leaving behind a glowing crimson soul.

With the battle raging around them, Black*Star knew there wasn't any time to stop and collect the soul. Ignoring the pulsing red light, he sprinted through the maze-like streets of Death City. He needed to find someone from the DWMA and get answers. He and Tsubaki had only been gone six days, so how could this have all happened?

As he cut down another member of Arachnophobia, Black*Star caught a glimpse of white amidst the sea of black. He fought his way toward it until the white revealed itself to be a stitched lab coat. Franken Stein swung his hammer-Marie-and it smashed into three cloaked figures, sending them all flying backwards.

"Stein!" Black*Star called, ducking under an adversary's attack. He leaned into his enemy's side, sending a pulse of his soul wavelength though the other's body. With a cry, the man crumpled to the ground in a heap.

Stein looked up at the sound of his name. He locked eyes with Black*Star and batted aside those who remained between them.

"I'm gone for six days and Arachnophobia comes and tries to destroy the city. A star like me wouldn't have let this happen," Black*Star said by way of greeting.

Stein rolled his eyes. "Do you even _know_ what's happening?"

Black*Star opened his mouth to reply, but paused. First, Soul had tried to kill Kid; then, suddenly, the entirety of Arachnophobia had laid siege to Death City. The more he thought about it, the less sense it made.

Stein took Black*Star's silence as all the answer he needed. "I thought not. Listen, Black*Star, I need you to leave-"

"_Leave?!_" Black*Star demanded, incredulous. "You obviously need help. What kind of star would I be if I _left_? You can't expect me to…" he trailed off as Stein held up a hand for silence.

"If you'll allow me to finish, I'll explain. I need you to leave here and go find Kid. He and Maka are fighting Arachne." Stein shot Black*Star a glare to ward off interruption. "Her goal is to murder Kid, and she's already nearly succeeded. She had possessed Soul, but he managed to fight off her influence before it was too late. However, now she's here in person, and…" Stein trailed off, looking into the distance with concentration. A flash of concern crossed his features. "They aren't doing well," he concluded.

Shocked silence met Stein's words. Tsubaki recovered first. "Right," she said, her voice steeled with determination. "Where-"

She broke off as Black*Star interrupted. "I know where they are," he said, remembering the dust-filled alley he'd seen. He began running, then turned back to look at Stein. "Whatever you do, don't let these bastards overrun the city." With that, he turned and sprinted in the direction of the alley.

Stein watched the blue-haired meister race away, ninja sword clutched tightly in his hand. Stein had to admit, Black*Star's loyalty and determination never failed to impress him. He sighed. If those kids could kill Arachne, then her troops would probably be weakened. They wouldn't stop fighting as they would seek revenge, but they would be disorganized and chaotic. If the trio failed…Stein refused to even entertain the possibility. He had every confidence that they would succeed.

Stein adjusted his grip on Marie and turned onto another street. This one was swarming with black cloaked figured. Smiling grimly, he rejoined the battle.

* * *

Black*Star crouched in silence on a rooftop. Below him, Maka was methodically cutting the legs off of a giant spider. Further into the alley, Kid was engaging in battle with Mosquito. As Black*Star crept closer, he could hear the words being exchanged between the two. Was Mosquito comparing the battle to _chess_? Man, that guy was annoying.

Black*Star watched as Mosquito morphed into an insectile _thing_. He debated jumping into the battle to help Kid when Mosquito's overwhelming speed was revealed, but he knew he only had the advantage of a surprise attack once; he couldn't waste it.

The battle unfurled below him, but it was never clear who was winning. Eventually, Kid managed to incapacitate Mosquito long enough to use Death Cannon. The blast sent up a cloud of smoke and dust, obscuring Black*Star's view. He was sure Kid had won, and yet he couldn't help but feel nervous. Something was telling him that the battle wasn't over. Arachne's cold chuckle reaffirmed that.

As the dust cleared, Black*Star stifled a gasp of surprise. Mosquito stood before Kid in a different form, seemingly unharmed. Black*Star could feel Tsubaki's apprehension and couldn't help but agree. Even though he didn't have much of a sixth sense, Black*Star could tell that this form was far stronger than the last.

Kid resumed fighting, but his attacks seemed to be doing nothing. He managed to get a shot in, but Mosquito countered with some sort of swirling black vortex. Black*Star could hear Kid's screams and felt sick. Even during the battle with the kishin, Black*Star had _never_ heard Kid scream. He straightened up, preparing to jump into the fight.

"Black*Star," he heard Tsubaki say quietly, "You can't attack now. You don't even know what Mosquito's doing, and you might hit Kid."

With a sinking feeling, Black*Star realized Tsubaki was right. He needed to wait until Mosquito had finished this attack. But would Kid even be alive by then? Suddenly, Black*Star felt a wave of energy pulse from within the vortex. The screams stopped, and the vortex was torn apart. Kid was revealed, a solid white stripe circling his head. Mosquito materialized a few feet away, barely standing. However, as Mosquito approached Kid, it became clear that the latter was greatly weakened as well. Mosquito could probably kill him easily. Taking a breath, Black*Star stood. It was now or never.

Black*Star leapt off the roof, directly over Mosquito. He saw Kid's eyes widen in surprise as he slashed downward, cleaving straight through Mosquito's head. He landed and gave Mosquito's body a vicious kick. "Checkmate, bastard."

Kid looked at Black*Star in amazement. "Black*Star?" he asked, astonished. "I…you…" He shook his head, bemused. "Thank you."

Black*Star grinned. "It's nothing. What kind of star would I be if I let you die?"

Kid let out a weak laugh, but was cut off by an inhuman shriek of rage. Black*Star turned. Arachne was staring at him with pure loathing.

"How _dare_ you?" she hissed furiously. "How _dare_ you kill my precious Mosquito?" Arachne began to laugh, a cold cackle that danced between sane and insane. The witch was clearly on the edge of insanity, becoming wholly consumed by her plot for revenge.

"Are you ready, little meisters? Are you quite prepared? Not even Lord Death himself managed to kill me!"

Arachne turned, walking over to where Maka stood, staring wide-eyed at Black*Star. Arachne laid her hand flat against what must have been an invisible barrier. She snapped her fingers and Maka stumbled forward. Relief dawned on Maka's face, and she darted over to Kid and Black*Star, standing between them and Arachne. Her sleeve was stained with crimson blood, but her eyes shone with determination. Arachne looked at the trio and laughed again.

"I'm allowing you to fight together because I know you can't defeat me. This will just make your inevitable defeat so much sweeter."

With a deep breath, Maka looked back at Kid and Black*Star and saw her resolve mirrored in their eyes. She closed her eyes and her soul flared brightly, connecting with Kid's and Black*Star's. With the chain resonance completed, Maka turned back to Arachne.

_Are you guys ready?_

_Of course._

_Duh. I'm always ready._

The three gripped their weapons and prepared to fight for their lives.

* * *

**Whoo, Black*Star chapter! I thought I'd go back a bit and explain how Black*Star got there and visit the other characters. Next chapter is where the real fun begins *evil laugh*...**

**So, Toracon was AWESOME! Todd was so cool! Monica and Cherami were really great, and John Swasey is one of the nicest people I have ever met! If you want to see my cosplays (Magnus Bane and L), they're up on my deviantart page (AngelOtaku121). They're actually the only devations I have, so you'll find them easily ;D**

**Also, I saw Green Day last weekend! They were so freaking awesome! (And now I REALLY want to write a Punk!England fic, but I shall refrain because I am not writing anything else until I finish this!).**

**I'm seeing Wicked tomorrow too...These past couple weeks have just been one great big ball of awesome! :D**

**Don't forget to vote on what ending you'd like to see in this story!**

**Thank you all so much for favoriting, following, and reviewing. It means the world ;3 -AngelOtaku121**


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